Common use of Liability; Standard of Care Clause in Contracts

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers or JHMLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Wellington Management or JHMLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, BylawsBy-laws, prospectus and statement of additional informationinformation or any supplements thereto; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Wellington Management shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers or JHMLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement Advisers shall be deemed liable to protect Advisers JHLICO, the Trust or JHMLICO against any liability to the Series or its Trust's shareholders to which it might otherwise be subject by reason of for losses resulting from any willful misfeasance, bad faith or gross negligence in the performance of its Advisers' duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any No provision hereof shall be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers or JHMLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817The Sub-5(b); Adviser shall act at all times in the best interests of the Series; each Fund and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers The Sub-Adviser shall not be obligated liable to perform the Adviser, the Trust, a Fund, or a Fund’s shareholders for any service not described action or inaction of the Sub-Adviser relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of or the reckless disregard of the Sub-Adviser’s duties or obligations under this Agreement. The Sub-Adviser shall act at all times in the best interests of each Fund and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall not be liable to the Adviser, the Trust, a Fund, or a Fund’s shareholders for any action or inaction of the Sub-Adviser relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of or the reckless disregard of the Sub-Adviser’s duties or obligations under this Agreement. In no event shall the Sub-Adviser 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 Sub-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. In no event shall the Sub-Adviser 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 Sub-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. The Sub-Adviser, its affiliated persons, agents and employees, shall not be liable to the Adviser, the Trust or a Fund for failure to act or any action taken in good faith reliance upon: (a) The Fund’s or the Adviser’s directions to the Sub-Adviser or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) Acts or omissions of the Adviser, the Custodian or a Fund, their respective affiliated persons, agents or employees. No party to this Agreement shall be liable to another party for consequential damages under any provision of this Agreement. The Sub-Adviser shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”) shall indemnify and hold harmless the other parties and the shareholders, directors, officers, and employees of the other parties (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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was caused by the Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof and will keep the Indemnifying Party advised with respect to all developments concerning such claim, action or proceeding; provided, however, that the failure to notify the Indemnifying Party shall not relieve the Indemnifying Party from any applicable insurance laws and regulations unless previously notified thereof liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The Indemnified Party shall in no case confess any claim or make any compromise in any case in which the Indemnifying Party may be required to indemnify it except with the Indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding this Section 6 hereof, in the event the Indemnified Party has not secured such consent, the Indemnifying Party will have no obligation to indemnify the Indemnified Party. Upon request and at the Indemnifying Party’s expense, the Indemnified Party shall provide reasonable assistance to the Indemnifying Party so that the Indemnifying Party can defend against such claim, action or proceeding. The provisions of the prior two paragraphs of this Section 6 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers RREEF or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement; or any failure to comply with section 1(d)(i), (ii), (iii), (iv) or (vi) of this Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers RREEF shall employ only qualified personnel to manage the Subject PortfolioAssets; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio Assets (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesSubject Fund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, RREEF shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing achieved by JHMLICO the Subject Assets or the SeriesSubject Fund.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers IIA or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement, as applicable. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance of his duties or the reckless disregard of his obligations and duties. Advisers IIA shall employ only qualified personnel to manage the Subject PortfolioAssets; shall comply with all applicable laws and regulations in the discharge of its duties under this AgreementAgreement (provided that copies of any applicable investment restrictions imposed by state insurance laws and regulations shall be furnished to IIA by JHLICO); shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information, all as furnished to IIA by JHLICO in writing from time to time; shall manage the Subject Portfolio Assets (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in its management of the Subject Assets in the best interests of the SeriesTrust, subject however to its duties to other clients as described in Section 9 below; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers IIA shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement Advisers shall be deemed liable to protect Advisers JHLICO, the Trust or JHMLICO against any liability to the Series or its Trust's shareholders to which it might otherwise be subject by reason of for losses resulting from any willful misfeasance, bad faith or gross negligence in the performance of its Advisers' duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any No provision hereof shall be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject PortfolioAssets; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio Assets (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Wellington Management or JHMLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Wellington Management shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement The Sub-Adviser, its affiliates, agents and employees, shall be deemed to protect Advisers indemnified by the Manager against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from Fund’s or the Manager’s directions to the Series Sub-Adviser or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any willful misfeasanceinvestment or reinvestment hereunder; (b) arising from the acts or omissions of the Manager, bad faith or gross negligence in the performance of its duties Custodian or the Fund, their respective affiliates, agents or employees; or (c) arising from any error of judgment or mistake of law made by the Manager or the Fund; except for any such liability or loss that is due to the gross negligence, willful misconduct, or lack of good faith of the Sub-Adviser, its affiliates, agents and employees, or the Sub-Adviser’s reckless disregard of its obligations duties and duties under this Agreement obligations. The Sub-Adviser shall also be without liability hereunder for any action taken or the Investment Management Agreementomitted by it in good faith and without gross negligence. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to the Fund for any loss (including brokerage charges), associated with the trade error, incurred by the Fund as a result of any investment made by the Sub-Adviser in violation of Section 2 hereof and which is due to the gross negligence, willful misconduct, or lack of good faith of the Sub-Adviser, its affiliates, agents and employees, or the Sub-Adviser’s reckless disregard of its duties and obligations. However, Advisers the Sub-Adviser, in its discretion and without precedential effect, may voluntarily reimburse the Fund for such trade errors not due to the gross negligence, willful misconduct, or lack of good faith of the Sub-Adviser, its affiliates, agents and employees, or the Sub-Adviser’s reckless disregard of its duties and obligations. Opportunity losses are excluded from the computation of losses arising from a trade error. However, in such cases, the Sub-Adviser, in its discretion and without precedential effect, may voluntarily reimburse the Fund for opportunity losses. However, the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence of the Sub-Adviser, its affiliates, agents and employees, or reckless disregard of the Sub-Adviser’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this Section 6 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party. The Manager shall be responsible at all times for supervising the Sub-Adviser, and this Agreement does not in any way limit the duties and responsibilities that the Manager has agreed to under the Management Agreement.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Wellington Management or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers Wellington Management shall employ only qualified personnel to manage the Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, BylawsBy-laws, prospectus and statement of additional informationinformation or any supplements thereto; shall manage the Subject Portfolio Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Wellington Management shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers or JHMLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement. No provision of this Agreement shall be deemed to protect JHLICO against any liability to the Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance of its duties or the reckless disregard of its obligations and duties under the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject PortfolioAssets; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) use due care to comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio Assets (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement The Sub-Adviser, its affiliates, agents and employees, shall be deemed to protect Advisers indemnified by the Manager against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from Fund’s or the Manager’s directions to the Series Sub-Adviser or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any willful misfeasanceinvestment or reinvestment hereunder; or (b) arising from the acts or omissions of the Manager, bad faith or gross negligence in the performance of its duties Custodian or the Fund, their respective affiliates, agents or employees; except for any such liability or loss which is due to the gross negligence, willful misconduct, or lack of good faith of the Sub-Adviser, its affiliates, agents and employees, or the Sub-Adviser’s reckless disregard of its obligations duties and duties under this Agreement obligations. The Sub-Adviser shall also be without liability hereunder for any action taken or the Investment Management Agreementomitted by it in good faith and without negligence. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Adviser in material violation of the investment policies, guidelines, and restrictions set forth in Section 2 hereof. However, Advisers the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Adviser’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this paragraph 6 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

Liability; Standard of Care. No provision of this Agreement The Sub-Adviser, its affiliates, agents and employees, shall be deemed to protect Advisers indemnified by the Manager against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from Fund’s or the Manager’s directions to the Series Sub-Adviser or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Manager, the Custodian or the Fund, their respective affiliates, agents or employees; and (c) arising from the services of the Sub-Adviser hereunder for the Allocated Portion of the Fund, except for any such liability or loss which is due to the gross negligence, willful misfeasancemisconduct, or bad faith or gross negligence in of the performance of Sub-Adviser, its duties affiliates, agents and employees, or the Sub-Adviser’s reckless disregard of its obligations duties and duties under this Agreement obligations. The Sub-Adviser shall also be without liability hereunder for any action taken or the Investment Management Agreementomitted by it in good faith and without gross negligence. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 aboveExhibit A) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions Fund in effect as of the Series' Declaration of Trust, Bylaws, prospectus date hereof and statement of additional information; shall manage such changes thereto as the Subject Portfolio (subject parties may mutually agree from time to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)time; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of a breach by the Sub-Adviser of the investment guidelines and restrictions applicable to it, as set forth in the Fund’s current prospectus and Statement of Additional Information, copies of which have been provided to the Sub-Adviser, including any amendments thereto as to which the Sub-Adviser shall have been notified in writing at least 5 business days in advance of such amended guidelines and restrictions becoming effective on the Sub-Adviser. However, Advisers the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this paragraph 6 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Xxxxxx Xxxxxxx or JHMLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Xxxxxx Xxxxxxx shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision The Sub-Adviser, its affiliates, agents and employees, shall be indemnified by the Manager against all liabilities, losses or claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from Fund’s or the Manager’s directions to the Sub-Adviser or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; (b) arising from the acts or omissions of the Manager, the Custodian or the Fund, their respective affiliates, agents or employees; or (c) arising from or in connection with the Manager’s material breach of this Agreement shall be deemed to protect Advisers or JHMLICO against as a result of the gross negligence, willful misconduct or lack of good faith of the Manager or Fund or violation of applicable law by the Manager or Fund. except for any such liability or loss which is due to the Series gross negligence, willful misconduct, or lack of good faith of the Sub-Adviser, its shareholders to which it might otherwise be subject by reason of any willful misfeasanceaffiliates, bad faith or gross negligence in the performance of its duties agents and employees, or the Sub-Adviser’s reckless disregard of its obligations duties and duties under obligations. The Sub-Adviser shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Adviser shall not have any liability for any act, conduct or omission of any broker or third party selected by Sub-Adviser to provide services to the Fund provided such broker or third party was selected by Sub-Adviser in accordance with the provisions of this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterpriseFund. However, Advisers the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the bad faith or gross negligence of the Sub-Adviser’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this paragraph 6 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

Liability; Standard of Care. No provision of this Agreement The Sub-Adviser, its affiliates, agents and employees, shall be deemed to protect Advisers indemnified by the Manager against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from Fund’s or the Manager’s directions to the Series Sub-Adviser or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any willful misfeasanceinvestment or reinvestment hereunder; or (b) arising from the acts or omissions of the Manager, bad faith or gross negligence in the performance of its duties Custodian or the Fund, their respective affiliates, agents or employees; except for any such liability or loss which is due to the gross negligence, willful misconduct, or lack of good faith of the Sub-Adviser, its affiliates, agents and employees, or the Sub-Adviser’s reckless disregard of its obligations duties and duties under this Agreement obligations. The Sub-Adviser shall also be without liability hereunder for any action taken or the Investment Management Agreementomitted by it in good faith and without negligence. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Adviser in violation of Section 2 hereof. However, Advisers the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Adviser’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party unless such failure shall affect, in a material adverse manner, the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this paragraph 6 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

Liability; Standard of Care. No provision The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Trust, the Fund, the Portfolio or the Advisor in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be deemed to protect Advisers or JHMLICO against any liability limited to the Series period and the amount set forth in Section 36(b)(3) of the 0000 Xxx) or its shareholders to which it might otherwise be subject by reason of any a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties of, or the from reckless disregard by the Sub-Advisor of its the Sub-Advisor’s obligations and duties under this Agreement or the Investment Management Agreement. Nor It is agreed that the Sub-Advisor shall any provision hereof be deemed to protect any trustee have no responsibility or officer liability for the accuracy or completeness of the Series Prospectus, except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor, its affiliates, agents and employees, shall be indemnified by the Advisor against all liabilities, losses or claims (including reasonable expenses arising out of defending such liabilities, losses or claims) arising from any action taken or omitted by the Sub-Advisor in compliance with this Agreement; except for any such liability or loss which is due to which he might otherwise be subject by reason the gross negligence, willful misconduct, or lack of any willful misfeasancegood faith of the Sub-Advisor, bad faith or negligence in the performance his duties its affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of his obligations its duties and dutiesobligations. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with Fund as set forth in the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)then effective Prospectus; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, The Sub-Advisor shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Advisor shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Advisor’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof upon obtaining knowledge thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless: (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner; or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this paragraph shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers or JHMLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines Guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, The Sub-Advisor shall not be deemed by virtue of this Agreement to have made and has not otherwise made any representation or warranty that any level of investment performance or level of investment results will be achieved. The Advisor, as a sophisticated investor, understands the general risks of the Sub-Advisor’s investment strategy with respect to the Portfolio, to the extent that it complies with the Guidelines, including the risk that the Portfolio could suffer a substantial diminution or total loss in value. In the absence of (i) willful misfeasance, bad faith or negligence on the part of the Sub-Advisor in performance of its obligations and duties hereunder, or (ii) reckless disregard by the Sub-Advisor of its obligations or duties hereunder, the Sub-Advisor shall not be obligated subject to comply with any applicable insurance liability whatsoever to the Advisor for any error of judgment, mistake of law or any other 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, redemption or sale of any security by the Fund. Notwithstanding the foregoing, federal securities laws and regulations unless previously notified thereof certain state laws impose liabilities under certain circumstances on persons who have acted in writing good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Advisor may have under any federal securities law or state law. The Advisor shall indemnify the Sub-Advisor for costs, expenses, claims, losses, liabilities, judgments, fines, settlements or damages (including reasonable legal and other expenses) (collectively, “Losses”) to the extent that: (i) the Advisor has been indemnified by JHMLICO the Fund or the SeriesTrust for such Losses arising from the same conduct as to which the Sub-Advisor claims indemnification under this provision, (ii) the Advisor has received payment from the Fund or the Trust pursuant to this indemnification (the “Fund Payment”); and (iii) the Fund Payment exceeds the amounts that would compensate the Advisor and its related parties for all of their Losses (the “Excess Payment”). Notwithstanding the foregoing provision, the Advisor shall not indemnify the Sub-Advisor for Losses which arise out of or are based upon the willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties of the Sub-Advisor in the performance of its duties under this Agreement. No provision of this Agreement shall be construed to protect any officer of the Sub-Advisor from liability in violation of Section 17(i) of the Investment Company Act.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers SSgA or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers SSgA shall employ only qualified personnel to manage the Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional informationinformation or any supplements thereto; shall manage the Subject Portfolio Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers SSgA shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers INDEPENDENCE or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement, as applicable. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers INDEPENDENCE shall employ only qualified personnel to manage the Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this AgreementAgreement (provided that copies of any applicable investment restrictions imposed by state insurance laws and regulations shall be furnished to INDEPENDENCE by JHLICO); shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information, all as furnished to INDEPENDENCE by JHLICO in writing from time to time; shall manage the Subject Portfolio Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in its management of the Subject Fund in the best interests of the SeriesTrust, subject however to its duties to other clients as described in Section 9 below; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers INDEPENDENCE shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers the Sub-Manager or JHMLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement, as applicable. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Sub-Manager shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this AgreementAgreement (provided that copies of any applicable investment restrictions imposed by state insurance laws and regulations shall be furnished to Sub-Manager by JHMLICO); shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information, all as furnished to Sub-Manager by JHMLICO in writing from time to time; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in its management of the Subject Portfolio in the best interests of the Series, subject however to its duties to other clients as described in Section 9 below; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Sub- Manager shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Xxxxxxxxxx or JHMLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Xxxxxxxxxx shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Wellington Management or JHMLICO JHLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers Wellington Management shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, BylawsBy-laws, prospectus and statement of additional informationinformation or any supplements thereto; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Wellington Management shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject PortfolioAssets; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) use due care to comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio Assets (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Xxxxxx Xxxxxxx or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement, as applicable. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Xxxxxx Xxxxxxx shall employ only qualified personnel to manage the Subject PortfolioAssets; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio Assets (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesSubject Fund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Xxxxxx Xxxxxxx shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing achieved by JHMLICO the Subject Assets or the SeriesSubject Fund.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers or JHMLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence use all commercially reasonable efforts and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use good faith in the conduct performance of a similar enterpriseits services hereunder. However, Advisers shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement The Sub-Adviser, its affiliates, agents, officers and directors and employees, shall be deemed to protect Advisers indemnified by the Manager against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from Fund’s or the Manager’s directions to the Series Sub-Adviser or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any willful misfeasanceinvestment or reinvestment hereunder; or (b) arising from the acts or omissions of the Manager, bad faith the Custodian or the Fund, their respective affiliates, agents or employees; except for any such liability or loss which is due to the gross negligence in willful misconduct, or lack of good faith of the performance of Sub-Adviser, its duties affiliates, agents, officers, directors and employees, or the Sub-Adviser’s reckless disregard of its obligations duties and duties under this Agreement obligations. The Sub-Adviser, its affiliates, agents, officers, directors and employees shall also be without liability hereunder, and indemnified by the Manager, for any action taken or the Investment Management Agreementomitted by it in good faith and without gross negligence. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust’s Registration Statement under the 1940 Act or the Securities Act of 1933, as amended, except for information supplied by the Sub-Advisor for inclusion therein. However, Advisers the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement (a) The Sub-Adviser and its affiliates, agents and employees shall be deemed to protect Advisers indemnified by the Adviser against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (i) arising from the Adviser’s or a Fund’s directions to the Series Sub-Adviser or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any willful misfeasanceinvestment or reinvestment hereunder; or (ii) arising from the acts or omissions of the Adviser, the Custodian or a Fund, their respective affiliates, agents or employees; except for any such liability, loss or claim which is due to the gross negligence, bad faith faith, willful misconduct or gross negligence in fraud of the performance of Sub-Adviser, its duties affiliates, agents or employees, or due to the Sub-Adviser’s reckless disregard of its duties and obligations hereunder. The Sub-Adviser shall also be without liability hereunder for any action taken or omitted by it in good faith and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasancewithout gross negligence, bad faith faith, willful misconduct or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; fraud. (b) The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions Investment Guidelines of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)each Fund; shall act at all times in the best interests of the Serieseach Fund; and shall discharge its duties hereunder with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to a Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment decisions made by the Sub-Adviser in violation of Section 2 above. However, Advisers the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be deemed by virtue of this Agreement to have made any representation or warranty that any level of investment performance or level of investment results for any Fund will be achieved. (c) Except as otherwise provided in this Agreement, each party to this Agreement, including the Trust on behalf of each Fund (each as an “Indemnifying Party”), shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s gross negligence, bad faith, willful misconduct or fraud in the performance of its duties hereunder or reckless disregard of its obligations and duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s gross negligence, bad faith, willful misconduct or fraud in the performance of its duties hereunder or reckless disregard of its obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary; provided, however, that the Indemnified Party shall at all times fully cooperate with any applicable insurance laws and regulations unless previously notified thereof defense assumed by the Indemnifying Party. The provisions of this Section 5(c) shall not apply in writing by JHMLICO any action where the Indemnified Party is the party adverse, or one of the Seriesparties adverse, to the other party.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Federated or JHMLICO JHLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement; or any failure to comply with section 1(e)(i), (ii), (iii), (iv) or (vi) of this Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers Federated shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, BylawsBy-laws, prospectus and statement of additional informationinformation or any supplements thereto; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Federated shall not be obligated to perform any service not described in this Agreement, and shall not be 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. In the absence of willful misfeasance, bad faith or gross negligence on the part of Federated, or reckless disregard by Federated of its obligations and duties hereunder, or any failure to comply with section 1(e)(i), (ii), (iii), (iv) or (vi) of this Agreement, Federated shall not be obligated subject to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or liability to JHLICO, the Subject Portfolio, the Series, any shareholder of the Subject Portfolio, or to any person, firm or organization. Without limiting the foregoing, Federated shall not have any liability whatsoever for any investment losses incurred by a Subject Portfolio, or arising from transactions by a Subject Portfolio, prior to the date on which Federated assumes responsibility for the management of the Subject Portfolio's securities portfolio, except to the extent Federated's activities contribute to such losses. JHLICO, the Series, and the subject Portfolio are hereby expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of Federated and agree that the obligations assumed by Federated pursuant to this Agreement will be limited in any case (except as otherwise provided in section 1(e)(vi) of this Agreement) to Federated and its assets; and JHLICO, the Series, and the Subject Portfolio shall not seek satisfaction of any such obligation (except as may be otherwise required to effect section 1(e)(vi) of this Agreement) from the shareholders trustees officers, or employees of Federated, or any of them.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers or JHMLICO JHLICO against any liability to the Series Fund or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Fund against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Except as may be otherwise provided pursuant to Federal securities laws, neither Advisers nor any of its officers, directors, shareholders, employees, agents or affiliates shall be liable for any loss, liability, cost, damage or expense (including reasonable attorneys' fees) (collectively, "Losses") other than Losses resulting from the willful misfeasance, bad faith or negligence of such a person, or the reckless disregard by such a person of its obligations and duties. Advisers shall employ only qualified personnel to manage the Subject PortfolioDesignated Fund and may perform its services under this Agreement through any employee, officer or agent; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Designated Fund and with the provisions of the Series' Series Fund's Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio Designated Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesSeries Fund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, and shall not be 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 the Designated Fund will perform comparably with any public or private standard or index (including other clients of Advisers). Advisers agrees to hold harmless and shall not be obligated indemnify JHLICO and the Series Fund, and their respective directors and officers and each person, if any, who controls JHLICO or the Series Fund within the meaning of Section 15 of the Securities Act of 1933, as amended, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or based upon Advisers' willful misfeasance, bad faith, negligence, or reckless disregard of its duties under this Agreement, or violation of applicable law. JHLICO agrees to hold harmless and indemnify Advisers, and its directors and officers and each person, if any, who controls Advisers within the meaning of Section 15 of the Securities Act of 1933, as amended, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or based upon JHLICO's willful misfeasance, bad faith, negligence, or reckless disregard of its duties under this Agreement, or violation of applicable law. JHLICO agrees to hold harmless Advisers, its directors and officers and each person, if any, who controls Advisers within the meaning of Section 15 of the Securities Act of 1933, as amended, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or based upon (a) the negligent failure of the Series Fund's Registration Statement, including the prospectus and statement of additional information, or any amendment or supplement thereto, any preliminary prospectus, any other written communication with investors or any other submission to governmental bodies or self-regulatory bodies filed on or subsequent to the date of this Agreement (collectively, the "Disclosure Documents") to comply with the requirements of applicable federal and state securities, insurance or other laws; (b) any applicable insurance laws untrue statement or alleged untrue statement of a material fact negligently included in any Disclosure Document; or (c) any negligent omission or alleged omission in any Disclosure Document to state a material fact required to be stated therein or necessary to make the statements therein not misleading; except insofar as such losses, claims, damages, liabilities and regulations unless previously notified thereof expenses arise out of or are based upon any such statement or omission which is in turn based upon information furnished in writing by JHMLICO to JHLICO or the SeriesSeries Fund by Advisers and which Advisers was informed or otherwise knew was to be used in the Disclosure Document. The obligations in the preceding two paragraphs shall survive termination of this Agreement.

Liability; Standard of Care. No provision of this Agreement The Sub-Adviser, its affiliates, agents and employees, shall be deemed to protect Advisers indemnified by the Adviser against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from Fund’s or the Adviser’s directions to the Series Sub-Adviser or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Adviser, the Custodian or the Fund, their respective affiliates, agents or employees; except to the extent such liability or loss is due to the willful misfeasance, bad faith faith, gross negligence, or gross negligence in the performance of its duties or the reckless disregard of the Sub-Adviser, its obligations affiliates, agents and duties under this Agreement or the Investment Management Agreementemployees. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Adviser in violation of Section 2 hereof. However, Advisers the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Adviser’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this paragraph 6 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party. No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Adviser or Sub-Adviser, from liability in violation of Sections 17(h) and (i) of the 1940 Act.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Wellington Management or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers Wellington Management shall employ only qualified personnel to manage the Subject PortfolioAssets; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, BylawsBy-laws, prospectus and statement of additional informationinformation or any supplements thereto; shall manage the Subject Portfolio Assets (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Wellington Management shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect JH Advisers or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, JH Advisers shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Adviser or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio Fund (subject to the receipt of, of and based upon the information contained in, in periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations to Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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. JHLICO agrees to hold harmless Adviser, its directors and shall not be obligated officers and each person if any, who controls Adviser within the meaning of Section 15 of the Securities Act of 1933, as amended, from and against any and all losses, claims, damages liabilities and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or based upon (a) the failure of the Trust's Registration Statement, including the prospectus and statement of additional information, or any amendment or supplement thereto, any preliminary prospectus, any other written communication with investors or any other submission to governmental bodies or self-regulatory bodies filed on or subsequent to the date of this Agreement (collectively, the "Disclosure Documents") to comply with the requirements of applicable federal and state securities, insurance or other laws; (b) any applicable insurance laws untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document; or (c) any omission or alleged omission in any Disclosure Document to state a material fact required to be stated therein or necessary to make the statements therein not misleading; except insofar as such losses, claims damages, liabilities and regulations unless previously notified thereof expenses arise out of or are based upon any such statement or omission which is in turn based upon information furnished in writing by JHMLICO to JHLICO or the SeriesTrust by Adviser and which Adviser was informed or otherwise knew was to be used in the Disclosure Document.

Liability; Standard of Care. No provision of this Agreement The Sub-Adviser, its affiliates, agents and employees, shall be deemed to protect Advisers indemnified by the Manager against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from Fund’s or the Manager’s directions to the Series Sub-Adviser or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any willful misfeasanceinvestment or reinvestment hereunder; or (b) arising from the acts or omissions of the Manager, bad faith or gross negligence in the performance of its duties Custodian or the Fund, their respective affiliates, agents or employees; except for any such liability or loss which is due to the gross negligence, willful misconduct, or lack of good faith of the Sub-Adviser, its affiliates, agents and employees, or the Sub-Adviser’s reckless disregard of its obligations duties and duties under this Agreement obligations. The Sub-Adviser shall also be without liability hereunder for any action taken or the Investment Management Agreementomitted by it in good faith and without gross negligence. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Adviser in violation of the first paragraph of Section 2 hereof. However, Advisers the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Adviser’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this paragraph 6 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers or JHMLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement. No provision of this Agreement shall be deemed to protect JHLICO against any liability to the Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance of its duties or the reckless disregard of its obligations and duties under the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the a Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) use due care to comply with the investment policies, guidelines and restrictions of the each Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the each Subject Portfolio Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Trust, the Fund, the Portfolio or the Advisor in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be deemed to protect Advisers or JHMLICO against any liability limited to the Series period and the amount set forth in Section 36(b)(3) of the 1000 Xxx) or its shareholders to which it might otherwise be subject by reason of any a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties of, or the from reckless disregard by the Sub-Advisor of its the Sub-Advisor’s obligations and duties under this Agreement Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Prospectus, except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor, its affiliates, agents and employees, shall be indemnified by the Advisor against all liabilities, losses or claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from the Fund’s or the Investment Management Agreement. Nor shall Advisor’s directions to the Sub-Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any provision hereof be deemed to protect any trustee investment or officer reinvestment hereunder; (b) arising from the acts or omissions of the Series against Advisor, the Custodian or the Fund, their respective affiliates, agents or employees; or (c) arising from any action taken or omitted by the Sub-Advisor in compliance with this Agreement; except for any such liability or loss which is due to which he might otherwise be subject by reason the gross negligence, willful misconduct, or lack of any willful misfeasancegood faith of the Sub-Advisor, bad faith or negligence in the performance his duties its affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of his obligations its duties and dutiesobligations. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with Fund as set forth in the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Prospectus; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, The Sub-Advisor shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s gross negligence, willful misconduct, or lack of good faith in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Advisor shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Advisor’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof upon obtaining knowledge thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless: (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner; or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this paragraph shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Sub-Manager or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement; or any failure to comply with section 1(d)(i), (ii), (iii), (iv) or (vi) of this Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers Sub-Manager shall employ only qualified personnel to manage the Subject PortfolioAssets; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, BylawsBy-laws, prospectus and statement of additional informationinformation or any supplements thereto; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) Fund as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, Sub-Manager shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Price International or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Price International shall employ only qualified personnel to manage the Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio Fund (subject to the receipt of, of and based upon the information contained in, in periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations to Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Price International shall not be obligated to perform any service not described in this Agreement, and shall not be 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. JHLICO agrees to hold harmless Price International, its directors and shall not be obligated officers and each person if any, who controls Price International within the meaning of Section 15 of the Securities Act of 1933, as amended, from and against any and all losses, claims, damages liabilities and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or based upon (a) the failure of the Trust's Registration Statement, including the prospectus and statement of additional information, or any amendment or supplement thereto, any preliminary prospectus, any other written communication with investors or any other submission to governmental bodies or self-regulatory bodies filed on or subsequent to the date of this Agreement (collectively, the "Disclosure Documents") to comply with the requirements of applicable federal and state securities, insurance or other laws; (b) any applicable insurance laws untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document; or (c) any omission or alleged omission in any Disclosure Document to state a material fact required to be stated therein or necessary to make the statements therein not misleading; except insofar as such losses, claims damages, liabilities and regulations unless previously notified thereof expenses arise out of or are based upon any such statement or omission which is in turn based upon information furnished in writing by JHMLICO to JHLICO or the SeriesTrust by Price International and which Price International was informed or otherwise knew was to be used in the Disclosure Document.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers DMR or JHMLICO JHLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement, as applicable. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance of his duties or the reckless disregard of his obligations and duties. Advisers DMR shall employ only qualified personnel to manage the Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this AgreementAgreement (provided that copies of any applicable investment restrictions imposed by state insurance laws and regulations shall be furnished to DMR by JHLICO); shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information, all as furnished to DMR by JHLICO in writing from time to time; shall manage the Subject Portfolio Assets (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in its management of the Subject Assets in the best interests of the Series, subject however to its duties to other clients as described in Section 9 below; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers DMR shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement The Sub-Adviser, its affiliates, agents and employees, shall be deemed to protect Advisers indemnified by the Manager against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from the Trust’s, the Fund’s or the Manager’s directions to the Series Sub-Adviser or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any willful misfeasanceinvestment or reinvestment hereunder; or (b) arising from the acts or omissions of the Trust, bad faith or gross negligence in the performance of its duties Manager, the Custodian or the Fund, their respective affiliates, agents or employees; except for any such liability or loss which is due to the gross negligence, willful misconduct, or lack of good faith of the Sub-Adviser, its affiliates, agents and employees, or the Sub-Adviser’s reckless disregard of its obligations duties and duties under this Agreement obligations. The Sub-Adviser shall also be without liability hereunder for any action taken or the Investment Management Agreementomitted by it in good faith and without negligence. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the reasonable investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Adviser in violation of Section 2 hereof. However, Advisers the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Adviser’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this paragraph 6 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its their respective duties or the reckless disregard of its their respective obligations and duties under either this Agreement or under the Investment Management Agreement, as the case may be. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the SeriesTrust' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, and shall not be 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. All directions or instructions by or on behalf of the Trust to Advisers shall be in writing signed by a duly authorized agent of the Trust. Advisers shall be duly protected in acting upon any instrument, certificate or paper believed by it to be genuine and to be signed or presented by the proper person or persons, and Advisers shall not be obligated under no duty to comply with make any applicable insurance laws investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the truth and regulations unless previously notified thereof in writing by JHMLICO or accuracy of the Seriesstatements therein contained.

Liability; Standard of Care. No provision of this Agreement The Sub-Adviser, its affiliates, agents and employees, shall be deemed to protect Advisers indemnified by the Manager against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from Fund’s or the Manager’s directions to the Series Sub-Adviser or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any willful misfeasanceinvestment or reinvestment hereunder; or (b) arising from the acts or omissions of the Manager, bad faith or gross negligence in the performance of its duties Custodian or the Fund, their respective affiliates, agents or employees; except for any such liability or loss which is due to the gross negligence, willful misconduct, or lack of good faith of the Sub-Adviser, its affiliates, agents and employees, or the Sub-Adviser’s reckless disregard of its obligations duties and duties under this Agreement obligations. The Sub-Adviser shall also be without liability hereunder for any action taken or the Investment Management Agreementomitted by it in good faith and without gross negligence. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Adviser in violation of Section 2 hereof. However, Advisers the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Adviser’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this Section 6 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

Liability; Standard of Care. No provision of this Agreement The Sub-Adviser, its affiliates, agents and employees, shall be deemed to protect Advisers indemnified by the Adviser against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from Fund’s or the Adviser’s directions to the Series Sub-Adviser or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Adviser, the Custodian or the Fund, their respective affiliates, agents or employees; except for any such liability or loss which is due to the willful misfeasance, bad faith faith, gross negligence, or gross negligence in the performance of its duties or the reckless disregard of the Sub-Adviser, its obligations affiliates, agents and employees in the course of performance of their duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject applicable to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Allocated Portion; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Adviser that causes the Fund to be in violation of the investment policies, guidelines and restrictions of the Fund described in its prospectus and SAI as in effect at the time of such investment. However, Advisers the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations or duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Adviser’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this paragraph 6 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party. No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Adviser or Sub-Adviser, from liability in violation of Sections 17(h) and (i) of the 1940 Act.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its their respective duties or the reckless disregard of its their respective obligations and duties under either this Agreement or under the Investment Management Agreement, as the case may be. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, and shall not be 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. All directions or instructions by or on behalf of the Trust to Advisers shall be in writing signed by a duly authorized agent of the Trust. Advisers shall be duly protected in acting upon any instrument, certificate or paper believed by it to be genuine and to be signed or presented by the proper person or persons, and Advisers shall not be obligated under no duty to comply with make any applicable insurance laws investigation or inquiry as to any statement contained in any such writing but may accept the same as conclusive evidence of the truth and regulations unless previously notified thereof in writing by JHMLICO or accuracy of the Seriesstatements therein contained.

Liability; Standard of Care. No provision of this Agreement The Sub-Advisor, its affiliates, agents and employees, shall be deemed to protect Advisers indemnified by the Advisor against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from the Fund’s or the Advisor’s directions to the Series Sub-Advisor or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any willful misfeasanceinvestment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, bad faith or gross negligence in the performance of its duties Custodian or the Fund, their respective affiliates, agents or employees; except for any such liability or loss which is due to the gross negligence, willful misconduct, or lack of good faith of the Sub-Advisor, its affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of its obligations duties and duties under this Agreement obligations. The Sub-Advisor shall also be without liability hereunder for any action taken or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee omitted by it in good faith and without gross negligence or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations its duties and dutiesobligations. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, The Sub-Advisor shall not be 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, and . The Sub-Advisor shall not be obligated liable for (i) any acts of any other Sub-Advisor to comply the Fund with respect to the portion of the assets of the Fund not managed by the Sub-Advisor; and (ii) acts of the Sub-Advisor to the extent that they result from negligent or wrongful acts of the Trust, including, but not limited to, a failure of the Trust to provide accurate and current information with respect to the investment objectives, policies, or restriction applicable to the Fund, actions of the Trustees, or any records maintained by Trust or any other Sub-Advisor to the Fund. Advisor agrees that, to the extent the Sub-Advisor complies with the investment objective, policies, and restrictions applicable insurance laws to the Fund, and with laws, rules, and regulation applicable to the Fund (including, without limitation, any requirements relating to the qualification of the Fund as a regulated investment company under the Internal Revenue Code of 1986, as amended) in the management of the assets of the Portfolio specifically committed to management by the Sub-Advisor, without regard to any other assets of investments of the Fund, then the Sub-Advisor will be conclusively presumed for all purposes to have met its obligations under this Agreement to act in accordance with the investment objectives, policies, and restrictions applicable to the Portfolio and with laws, rules, and regulations unless previously notified thereof applicable to the Portfolio; it being the intention that for this purpose the assets committed to management by the Sub-Advisor shall be considered a separate and discrete investment portfolio from any other assets of the Fund; without limiting the generality of the foregoing, the Sub-Advisor will have no obligation to inquire into, or to take into account, any other investments of the Fund in writing by JHMLICO making investment decisions under this Agreement. In no event shall the Sub-Advisor of any officer, director, employee, or agent of the SeriesSub-Advisor have any liability arising from the conduct of the Trust and any other Sub-Advisor with respect to the portion of the Fund’s assets not allocated to the Sub-Advisor.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Federated or JHMLICO JHLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement; or any failure to comply with section 1(e)(i), (ii), (iii), (iv) or (vi) of this Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers Federated shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, BylawsBy-laws, prospectus and statement of additional informationinformation or any supplements thereto; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Federated shall not be obligated to perform any service not described in this Agreement, and shall not be 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. In the absence of willful misfeasance, bad faith or gross negligence on the part of Federated, or reckless disregard by Federated of its obligations and duties hereunder, or any failure to comply with section 1(e)(i), (ii), (iii), (iv) or (vi) of this Agreement, Federated shall not be obligated subject to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or liablity to JHLICO, the Subject Portfolio, the Series, any shareholder of the Subject Portfolio, or to any person, firm or organization. Without limiting the foregoing, Federated shall not have any liability whatsoever for any investment losses incurred by a Subject Portfolio, or arising from transactions by a Subject Portfolio, prior to the date on which Federated assumes responsibility for the management of the Subject Portfolio's securities portfolio, except to the extent Federated's activities contribute to such losses. JHLICO, the Series, and the subject Portfolio are hereby expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of Federated and agree that the obligations assumed by Federated pursuant to this Agreement will be limited in any case (except as otherwise provided in section 1(e)(vi) of this Agreement) to Federated and its assets; and JHLICO, the Series, and the Subject Portfolio shall not seek satisfaction of any such obligation (except as may be otherwise required to effect section 1(e)(vi) of this Agreement) from the shareholders trustees officers, or employees of Federated, or any of them.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers FMR or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers Except as may be otherwise provided pursuant to Federal securities laws, neither FMR nor any of its officers, directors, shareholders, employees, agents or affiliates shall be liable for any loss, liability, cost, damage or expense (including reasonable attorneys' fees)(collectively, "Losses") other than Losses resulting from the willful misfeasance, bad faith or gross negligence of such a person, or the reckless disregard by such person of its duties and obligations. FMR shall employ only persons it deems to be qualified personnel to manage the Subject PortfolioFund; shall use reasonable efforts to comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall use reasonable efforts to (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, BylawsBy-laws, prospectus and statement of additional informationinformation or any supplements thereto; shall use reasonable efforts to manage the Subject Portfolio Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterpriseTrust. However, Advisers shall not be obligated to perform any service not described in this Agreement, FMR shall not be 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 achievedachieved (including other clients of FMR). JHLICO acknowledges that FMR does not have access to all of the Subject Fund's books and records necessary to perform certain compliance testing. To the extent that FMR has agreed to perform the services specified in this Agreement in accordance with applicable law (including sub-chapter M of the Code and Treasury Regulations 1.817, and the 1940 Act ("Applicable Law")) and in accordance with the Subject Fund's Articles of Incorporation and By-Laws, policies and determinations of the Board of the Trust and JHLICO, and the Subject Fund's current registration statement received by FMR (collectively, "Charter Requirements"), FMR shall perform such services based upon its books and records with respect to the Subject Fund, which comprise a portion of the Subject Fund's books and records, and upon written instructions received from the Trust or JHLICO, and shall not be obligated held responsible under this Agreement so long as it performs such services in accordance with this Agreement, Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Trust or JHLICO. FMR agrees to hold harmless and indemnify JHLICO, its direct or indirect subsidiaries, and the Trust, and each such entity's directors, trustees, and officers and each person, if any, who controls any such entity within the meaning of Section 15 of the Securities Act of 1933, as amended, (the "1933 Act") from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or based upon FMR's willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement. JHLICO agrees to hold harmless and indemnify FMR, its direct or indirect subsidiaries, and each such entity's directors, officers, employees and each person, if any, who controls FMR within the meaning of Section 15 of the 1933 Act, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or based upon JHLICO's willful misfeasance, bad faith, negligence, or reckless disregard of its duties under this Agreement. JHLICO agrees to indemnify and hold harmless FMR, its direct or indirect subsidiaries and each such entity's directors and officers and each person, if any, who controls any such entity within the meaning of Section 15 of the 1933 Act, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or based upon (a) the failure of the Trust's Registration Statement, including the prospectus and statement of additional information, or any amendment or supplement thereto, any preliminary prospectus, any other written communication with investors or any other submission to governmental bodies or self-regulatory bodies filed on or subsequent to the date of this Agreement (collectively, the "Disclosure Documents") to comply with the requirements of applicable federal and state securities, insurance or other laws; (b) any applicable insurance laws untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document; or (c) any omission or alleged omission in any Disclosure Document to state a material fact required to be stated therein or necessary to make the statements therein not misleading; except insofar as such losses, claims, damages, liabilities and regulations unless previously notified thereof expenses arise out of or are based upon any such statement or omission which is in turn based upon information furnished in writing by JHMLICO to JHLICO or the SeriesTrust by FMR or any of its direct or indirect subsidiaries and which FMR (or any such subsidiaries) was informed or otherwise knew (or reasonably should have known) was to be used in a Disclosure Document. FMR agrees to indemnify and hold harmless the Trust, JHLICO, each of JHLICO's direct or indirect subsidiaries, and each director, trustee and officer of each such entity, and each person, if any, who controls any such entity within the meaning of Section 15 of the 1933 Act from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorney's fees and expenses and costs of investigation) arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or (b) any omission or alleged omission in any Disclosure Document to state a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any such statement or omission which is in turn based upon information furnished in writing to JHLICO or the Trust by FMR or any of its direct or indirect subsidiaries and which FMR (or any such subsidiary) was informed or otherwise knew (or reasonably should have known) was to be used in a Disclosure Document. The obligations in the preceding four paragraphs shall survive termination of this Agreement.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers or JHMLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or or, with respect to JHMLICO, under the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional informationinformation as communicated to it in writing; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Wellington Management or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the each Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, BylawsBy-laws, prospectus and statement of additional informationinformation or any supplements thereto; shall manage the each Subject Portfolio Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Wellington Management shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Goldman Sachs or JHMLICO JHLICO against any liability to the Series or its Truxx xx xts shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Goldman Sachs shall employ only qualified personnel to manage the Subject Portfoliomxxxxx xhx Xxxject Fund; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Goldman Sachs shall not be obligated to perform any service not described servxxx xxx xxxxxibed in this Agreement, shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO JHLICO or the SeriesTrust.

Liability; Standard of Care. No provision of this Agreement The Sub-Adviser, its affiliates, agents and employees, shall be deemed to protect Advisers indemnified by the Manager against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from Fund’s or the Manager’s directions to the Series Sub-Adviser or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any willful misfeasanceinvestment or reinvestment hereunder; or (b) arising from the acts or omissions of the Manager, bad faith or gross negligence in the performance of its duties Custodian or the Fund, their respective affiliates, agents or employees; except for any such liability or loss which is due to the gross negligence, willful misconduct, or lack of good faith of the Sub-Adviser, its affiliates, agents and employees, or the Sub-Adviser’s reckless disregard of its obligations duties and duties under this Agreement obligations. The Sub-Adviser shall also be without liability hereunder for any action taken or the Investment Management Agreementomitted by it in good faith and without negligence. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Adviser in violation of Section 2 hereof. However, Advisers the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Adviser’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this paragraph 5 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.

Liability; Standard of Care. In the absence of willful misfeasance, bad faith, negligence or reckless disregard for its obligations under this Agreement, Advisers shall not be liable to the Series, its shareholders, or JHMLICO for any act or omission in connection with its services under this Agreement. No provision of this Agreement shall be deemed to protect Advisers or JHMLICO against any liability to the Series or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers Adviser shall employ only qualified personnel to manage the Subject Portfolio; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Wellington Management or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers Wellington Management shall employ only qualified personnel to manage the Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, BylawsBy-laws, prospectus and statement of additional informationinformation or any supplements thereto; shall manage the Subject Portfolio Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers Wellington Management shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement The Sub-Advisor, its affiliates, agents and employees, shall be deemed to protect Advisers indemnified by the Advisor against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from the Fund’s or the Advisor’s directions to the Series Sub-Advisor or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any willful misfeasanceinvestment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, bad faith the Custodian or gross negligence the Fund, their respective affiliates, agents or employees; or (c) arising from any actual or alleged material misstatement or omission in the performance Fund’s Prospectus, any proxy statement, or communication to current or prospective investors in the Fund (other than a misstatement or omission relating to disclosure provided to the Advisor by the Sub-Advisor for inclusion in such documents); except for any such liability or loss which is due to the gross negligence, willful misconduct, or lack of good faith of the Sub-Advisor, its duties affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of its obligations duties and duties under this Agreement obligations. The Sub-Advisor shall also be without liability hereunder for any action taken or the Investment Management Agreementomitted by it in good faith and without gross negligence. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the written investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, The Sub-Advisor shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers IIA or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement, as applicable. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance of his duties or the reckless disregard of his obligations and duties. Advisers IIA shall employ only qualified personnel to manage the Subject PortfolioAssets; shall comply with all applicable laws and regulations in the discharge of its duties under this AgreementAgreement (provided that copies of any applicable investment restrictions imposed by state insurance laws and regulations shall be furnished to IIA by JHLICO); shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, Bylaws, prospectus and statement of additional information, all as furnished to IIA by JHLICO in writing from time to time; shall manage the Subject Portfolio Assets (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Treasury Section 1.8171. 817-5(b); shall act at all times in its management of the Subject Assets in the best interests of the SeriesTrust, subject however to its duties to other clients as described in Section 9 below; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers IIA shall not be obligated to perform any service not described in this Agreement, and shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Sub-Advisor or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement; or any failure to comply with section 1(e)(i), (ii), (iii), (iv) or (vi) of this Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers Sub-Advisor shall employ only qualified personnel to manage the Subject PortfolioFund; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, BylawsBy-laws, prospectus and statement of additional informationinformation or any supplements thereto; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) Fund as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, Sub-Advisor shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers FMR or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers Except as may be otherwise provided pursuant to Federal securities laws, neither FMR nor any of its officers, directors, shareholders, employees, agents or affiliates shall be liable for any loss, liability, cost, damage or expense (including reasonable attorneys' fees)(collectively, "Losses") other than Losses resulting from the willful misfeasance, bad faith or gross negligence of such a person, or the reckless disregard by such person of its duties and obligations. FMR shall employ only persons it deems to be qualified personnel to manage the Subject PortfolioFund; shall use reasonable efforts to comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall use reasonable efforts to (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, BylawsBy-laws, prospectus and statement of additional informationinformation or any supplements thereto; shall use reasonable efforts to manage the Subject Portfolio Fund (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO JHLICO or the custodian concerning the classification of Portfolio Fund securities for such purposes) as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the Series; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterpriseTrust. However, Advisers shall not be obligated to perform any service not described in this Agreement, FMR shall not be 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 achievedachieved (including other clients of FMR). JHLICO acknowledges that FMR does not have access to all of the Subject Fund's books and records necessary to perform certain compliance testing. To the extent that FMR has agreed to perform the services specified in this Agreement in accordance with applicable law (including sub-chapter M of the Code and Treasury Regulations 1.817, and the 1940 Act ("Applicable Law")) and in accordance with the Subject Fund's Articles of Incorporation and By-Laws, policies and determinations of the Board of the Trust and JHLICO, and the Subject Fund's current registration statement received by FMR (collectively, "Charter Requirements"), FMR shall perform such services based upon its books and records with respect to the Subject Fund, which comprise a portion of the Subject Fund's books and records, and upon written instructions received from the Trust or JHLICO, and shall not be obligated held responsible under this Agreement so long as it performs such services in accordance with this Agreement, Charter Requirements and Applicable Law based upon such books and records and such instructions provided by the Trust or JHLICO. FMR agrees to hold harmless and indemnify JHLICO, its direct or indirect subsidiaries, and the Trust, and each such entity's directors, trustees, and officers and each person, if any, who controls any such entity within the meaning of Section 15 of the Securities Act of 1933, as amended, (the "1933 Act") from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or based upon FMR's willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement. JHLICO agrees to hold harmless and indemnify FMR, its direct or indirect subsidiaries, and each such entity's directors, officers, employees and each person, if any, who controls FMR within the meaning of Section 15 of the 1933 Act, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or based upon XXXXXX's willful misfeasance, bad faith, negligence, or reckless disregard of its duties under this Agreement. JHLICO agrees to indemnify and hold harmless FMR, its direct or indirect subsidiaries and each such entity's directors and officers and each person, if any, who controls any such entity within the meaning of Section 15 of the 1933 Act, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or based upon (a) the failure of the Trust's Registration Statement, including the prospectus and statement of additional information, or any amendment or supplement thereto, any preliminary prospectus, any other written communication with investors or any other submission to governmental bodies or self-regulatory bodies filed on or subsequent to the date of this Agreement (collectively, the "Disclosure Documents") to comply with the requirements of applicable federal and state securities, insurance or other laws; (b) any applicable insurance laws untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document; or (c) any omission or alleged omission in any Disclosure Document to state a material fact required to be stated therein or necessary to make the statements therein not misleading; except insofar as such losses, claims, damages, liabilities and regulations unless previously notified thereof expenses arise out of or are based upon any such statement or omission which is in turn based upon information furnished in writing by JHMLICO to JHLICO or the SeriesTrust by FMR or any of its direct or indirect subsidiaries and which FMR (or any such subsidiaries) was informed or otherwise knew (or reasonably should have known) was to be used in a Disclosure Document. FMR agrees to indemnify and hold harmless the Trust, JHLICO, each of JHLICO's direct or indirect subsidiaries, and each director, trustee and officer of each such entity, and each person, if any, who controls any such entity within the meaning of Section 15 of the 1933 Act from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorney's fees and expenses and costs of investigation) arising out of or based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or (b) any omission or alleged omission in any Disclosure Document to state a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any such statement or omission which is in turn based upon information furnished in writing to JHLICO or the Trust by FMR or any of its direct or indirect subsidiaries and which FMR (or any such subsidiary) was informed or otherwise knew (or reasonably should have known) was to be used in a Disclosure Document. The obligations in the preceding four paragraphs shall survive termination of this Agreement.

Liability; Standard of Care. No provision of this Agreement shall be deemed to protect Advisers Sub-Advisor or JHMLICO JHLICO against any liability to the Series Trust or its shareholders to which it might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement or the Investment Management Agreement; or any failure to comply with section 1(e)(i), (ii), (iii), (iv) or (vi) of this Agreement. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series Trust against any such liability to which he or she might otherwise be subject by reason of any willful misfeasance, bad faith or gross negligence in the performance of his or her duties or the reckless disregard of his or her obligations and duties. Advisers Sub-Advisor shall employ only qualified personnel to manage the Subject PortfolioAssets; shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment objectives, policies, guidelines and restrictions of the Subject Portfolio Fund and with the provisions of the Series' Trust's Declaration of Trust, BylawsBy-laws, prospectus and statement of additional informationinformation or any supplements thereto; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) Fund as a regulated investment company in accordance with Subchapter subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b); shall act at all times in the best interests of the SeriesTrust; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. However, Advisers shall not be obligated to perform any service not described in this Agreement, Sub-Advisor shall not be 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, and shall not be obligated to comply with any applicable insurance laws and regulations unless previously notified thereof in writing by JHMLICO or the Series.

Liability; Standard of Care. No provision of this Agreement The Sub-Adviser, its affiliates, agents and employees, shall be deemed to protect Advisers indemnified by the Manager against all liabilities, losses or JHMLICO against any liability claims (including reasonable expenses arising out of defending such liabilities, losses or claims): (a) arising from Fund’s or the Manager’s directions to the Series Sub-Adviser or its shareholders Custodian, or brokers, dealers or others with respect to which it might otherwise be subject by reason the making, retention or sale of any willful misfeasanceinvestment or reinvestment hereunder; or (b) arising from the acts or omissions of the Manager, bad faith or gross negligence in the performance of its duties Custodian or the Fund, their respective affiliates, agents or employees; except for any such liability or loss which is due to the gross negligence, willful misconduct, or lack of good faith of the Sub-Adviser, its affiliates, agents and employees, or the Sub-Adviser’s reckless disregard of its obligations duties and duties under this Agreement obligations. Notwithstanding any other provision herein, the Sub-Adviser shall also be without liability hereunder for any action taken or the Investment Management Agreementomitted by it in good faith and without gross negligence. Nor shall any provision hereof be deemed to protect any trustee or officer of the Series against any such liability to which he might otherwise be subject by reason of any willful misfeasance, bad faith or negligence in the performance his duties or the reckless disregard of his obligations and duties. Advisers shall employ only qualified personnel to manage the Subject Portfolio; The Sub-Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall (as provided in Section 2 above) comply with the investment policies, guidelines and restrictions of the Subject Portfolio and with the provisions of the Series' Declaration of Trust, Bylaws, prospectus and statement of additional information; shall manage the Subject Portfolio (subject to the receipt of, and based upon the information contained in, periodic reports from JHMLICO or the custodian concerning the classification of Portfolio securities for such purposes) as a regulated investment company in accordance with Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817-5(b)Fund; shall act at all times in the best interests of the SeriesFund; and shall discharge its duties with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of a similar enterprise. The Sub-Adviser shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Adviser in violation of Section 2 hereof. However, Advisers the Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be 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. Except as otherwise provided in this Agreement, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, 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 expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement, provided, however, that indemnification shall not be obligated paid hereunder with respect to comply any matter to the extent to which the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Adviser shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Adviser’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with any applicable insurance laws and regulations unless previously notified thereof respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by JHMLICO the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the SeriesIndemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this paragraph 6 shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.