Common use of Liability; Standard of Care Clause in Contracts

Liability; Standard of Care. 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 Advisor’s directions to the Sub-Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, 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-Advisor, its affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of its duties and obligations. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-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.

Liability; Standard of Care. 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 Advisor’s directions to the Sub-Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, 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-Advisor, its affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of its duties and obligations. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-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.

Liability; Standard of Care. The Sub-AdvisorAdviser, its affiliates, agents and employees, shall be indemnified by the Advisor Manager 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 AdvisorManager’s directions to the Sub-Advisor Adviser or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the AdvisorManager, 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-AdvisorAdviser, its affiliates, agents and employees, or the Sub-AdvisorAdviser’s reckless disregard of its duties and obligations. The Sub-Advisor Adviser shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor 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 Fund; shall act at all times in the best interests of the 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-Advisor 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, 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 paid hereunder with respect to 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 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. 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. The Sub-AdvisorAdviser, its affiliates, agents and employees, shall be indemnified by the Advisor Adviser 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 AdvisorAdviser’s directions to the Sub-Advisor Adviser or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the AdvisorAdviser, 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, gross negligence, willful misconduct, or lack of good faith reckless disregard of the Sub-AdvisorAdviser, its affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of its duties and obligations. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor 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 Fund; shall act at all times in the best interests of the 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-Advisor 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, 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 paid hereunder with respect to 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 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. 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. The Sub-AdvisorIn the absence of willful misfeasance, its affiliatesbad faith, agents and employeesgross negligence, shall be indemnified by or reckless disregard of the Advisor against all liabilities, losses obligations or claims (including reasonable expenses arising out duties hereunder on the part of defending such liabilities, losses or claims): (a) arising from the Fund’s or the Advisor’s directions to the Sub-Advisor Adviser, the Sub-Adviser shall not be subject to liability to the Trust or Custodianthe Fund or to any shareholder of the Fund for any act or omission in the course of, or brokersconnected with, dealers rendering services hereunder or others with respect to for any losses that may be sustained in the makingpurchase, retention holding or sale of any investment security by the Fund. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in good faith, and therefore nothing herein shall in any way constitute a waiver or reinvestment hereunder; or (b) arising from limitation of any rights which the acts Trust, the Fund or omissions any shareholder of the Advisor, the Custodian Fund may have under any federal securities law 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 duties and obligationsstate law. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor 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 Fund; shall act at all times in the best interests of the 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 Except as otherwise provided herein, the Sub-Advisor 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, 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, members, managers, agents, 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 hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any Loss to which such Indemnified Party would otherwise be subject by reason of such party’s willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. 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. 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. 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 a Fund’s or the Advisor’s directions to the Sub-Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, the Custodian or the FundFunds, 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 duties and obligations. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the FundFunds; shall act at all times in the best interests of the FundFunds; 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-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.

Liability; Standard of Care. The Sub-AdvisorAdviser, its affiliates, agents and employees, shall be indemnified by the Advisor Adviser 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 AdvisorAdviser’s directions to the Sub-Advisor Adviser or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the AdvisorAdviser, 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-AdvisorAdviser, its affiliates, agents and employees, or the Sub-AdvisorAdviser’s reckless disregard of its duties and obligations. The Sub-Advisor Adviser shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor Adviser shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-Advisor 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.

Liability; Standard of Care. The In the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Advisor or the Sub-Advisor's reckless disregard of its obligations and duties hereunder, neither the Sub-Advisor nor any of its affiliates (as defined in Section 2(a)(3) of the 1940 Act), members, agents or employees shall be subject to any liability to the Advisor or the Trust for any act or omission, error of judgment or mistake of law in the course of, or in connection with, the services rendered hereunder. The Sub‑Advisor, its affiliatesaffiliates (as defined in Section 2(a)(3) of the 1940 Act), members, agents and employees, 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):) incurred by the Sub-Advisor and: (a) arising from the a Fund’s 's or the Advisor’s 's directions to the Sub-Advisor Sub‑Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, the Custodian Advisor or the a Fund, their respective affiliatesaffiliates (as defined in Section 2(a)(3) of the 1940 Act), 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 duties and obligations. The Advisor, Funds and their affiliates (as defined in Section 2(a)(3) of the 1940 Act), agents and employees shall be indemnified by the Sub-Advisor against all liabilities, losses or claims (including reasonable expenses arising out of defending such liabilities, losses or claims) incurred by the Advisor or a Fund and that arise from the gross negligence, willful misconduct, or lack of good faith of the Sub-Advisor, its affiliates, agents and employees, or the Sub-Advisor’s 's reckless disregard of its duties and obligationsobligations hereunder. The Neither the Advisor nor the Sub-Advisor shall also be without liability liable hereunder for any action taken special, consequential or omitted by it in good faith and without gross negligenceincidental damages. The Sub-Advisor Sub‑Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-Advisor 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.

Liability; Standard of Care. The Sub-AdvisorAdviser, its affiliates, agents and employees, shall be indemnified by the Advisor Adviser 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 AdvisorAdviser’s directions to the Sub-Advisor Adviser or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the AdvisorAdviser, 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-AdvisorAdviser, its affiliates, agents and employees, or the Sub-AdvisorAdviser’s reckless disregard of its duties and obligations. The Sub-Advisor Adviser shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor Adviser: shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-Advisor 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.

Liability; Standard of Care. The Sub-AdvisorTrader, its affiliates, agents and employees, shall be indemnified by the Advisor Adviser 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 AdvisorAdviser’s directions to the Sub-Advisor Trader or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the AdvisorAdviser, 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, gross negligence, willful misconduct, or lack of good faith reckless disregard of the Sub-Advisorobligations or duties of the Trader, its affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of its duties and obligationsemployees under this Agreement. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor Trader 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 Fund; shall act at all times in the best interests of the 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-Advisor Trader 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 Trader in violation of Section 2 hereof. However, the Trader 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 (an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other Party and the 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 paid hereunder with respect to 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 Trader 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 obligations or duties of the Trader, its affiliates, agents and employees 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 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. 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 Trader, from liability in violation of Sections 17(h) and (i) of the 1940 Act.

Liability; Standard of Care. 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 Trust’s, the Fund’s or the Advisor’s directions to the Sub-Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, 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 bad faith of the Sub-Advisor, its affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of its duties and obligationsobligations hereunder. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of accordance with its fiduciary obligations with respect to the 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-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.

Liability; Standard of Care. The In the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Advisor or the Sub-Advisor’s reckless disregard of its obligations and duties hereunder, neither the Sub-Advisor nor any of its affiliates (as defined in Section 2(a)(3) of the 1940 Act), members, agents or employees shall be subject to any liability to the Advisor or the Trust for any act or omission, error of judgment or mistake of law in the course of, or in connection with, the services rendered hereunder. The Sub‑Advisor, its affiliatesaffiliates (as defined in Section 2(a)(3) of the 1940 Act), members, agents and employees, 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):) incurred by the Sub-Advisor and: (a) arising from the a Fund’s or the Advisor’s directions to the Sub-Advisor Sub‑Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, the Custodian Advisor or the a Fund, their respective affiliatesaffiliates (as defined in Section 2(a)(3) of the 1940 Act), 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 duties and obligations. The Advisor, Funds and their affiliates (as defined in Section 2(a)(3) of the 1940 Act), agents and employees shall be indemnified by the Sub-Advisor against all liabilities, losses or claims (including reasonable expenses arising out of defending such liabilities, losses or claims) incurred by the Advisor or a Fund and that arise from 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 duties and obligationsobligations hereunder. The Neither the Advisor nor the Sub-Advisor shall also be without liability liable hereunder for any action taken special, consequential or omitted by it in good faith and without gross negligenceincidental damages. The Sub-Advisor Sub‑Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-Advisor 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 representations or warranty that any level of investment performance or level of investment results will be achieved.

Liability; Standard of Care. 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 Advisor’s directions to the Sub-Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, 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-Advisor, its affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of its duties and obligations. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-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.

Liability; Standard of Care. The Sub-Advisor, its affiliates, agents agents, partners, officers, stockholders 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 Advisor’s directions to the Sub-Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, 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-Advisor, its affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of its duties and obligations. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-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.

Liability; Standard of Care. The Sub-AdvisorAdviser, its affiliates, agents and employees, shall be indemnified by the Advisor Adviser 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 AdvisorAdviser’s directions to the Sub-Advisor Adviser or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the AdvisorAdviser, 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-AdvisorAdviser, its affiliates, agents and employees, or the Sub-AdvisorAdviser’s reckless disregard of its duties and obligations. The Sub-Advisor Adviser shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor shall Adviser shall: comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-Advisor 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.

Liability; Standard of Care. 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 Advisor’s directions to the Sub-Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, 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-Advisor, its affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of its duties and obligations. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-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. The Sub-Advisor shall have no liability with respect to the actions or inaction of any other investment adviser to the Fund nor any liability whatsoever for any investment losses incurred by the Fund, or arising from transactions by the Fund, prior to the date on which Sub-Advisor assumes responsibility for the management of the Portfolio.

Liability; Standard of Care. The In the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Advisor or the Sub-Advisor’s reckless disregard of its obligations and duties hereunder, neither the Sub-Advisor nor any of its affiliates (as defined in Section 2(a)(3) of the 1940 Act), members, agents or employees shall be subject to any liability to the Advisor or the Trust for any act or omission, error of judgment or mistake of law in the course of, or in connection with, the services rendered hereunder. The Sub‑Advisor, its affiliatesaffiliates (as defined in Section 2(a)(3) of the 1940 Act), members, agents and employees, 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):) incurred by the Sub-Advisor and: (a) arising from the a Fund’s or the Advisor’s directions to the Sub-Advisor Sub‑Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, the Custodian Advisor or the a Fund, their respective affiliatesaffiliates (as defined in Section 2(a)(3) of the 1940 Act), 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 duties and obligations. The Advisor, Funds and their affiliates (as defined in Section 2(a)(3) of the 1940 Act), agents and employees shall be indemnified by the Sub-Advisor against all liabilities, losses or claims (including reasonable expenses arising out of defending such liabilities, losses or claims) incurred by the Advisor or a Fund and that arise from 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 duties and obligationsobligations hereunder. The Neither the Advisor nor the Sub-Advisor shall also be without liability liable hereunder for any action taken special, consequential or omitted by it in good faith and without gross negligenceincidental damages. The Sub-Advisor Sub‑Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-Advisor 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.

Liability; Standard of Care. 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 Advisor’s directions to the Sub-Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, 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 bad faith of the Sub-Advisor, its affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of its duties and obligations. The Sub-Advisor shall also be without liability hereunder and shall be indemnified pursuant to this Section for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-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.

Liability; Standard of Care. 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 Advisor’s directions to the Sub-Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or; (b) arising from the acts or omissions of the Advisor, the Custodian or the Fund, their respective affiliates, agents or employees; or (c) arising in connection with any Fund offering documents or marketing materials that have not been approved by the Sub-Advisor. 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, Advisor or its affiliates, agents and employeesaffiliates or agents, or the Sub-Advisor’s reckless disregard of its duties and obligations. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in accordance with its duties under the best interests of law, including, without limitation, the Fund1940 Act and the Investment Advisers Act; 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-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.

Liability; Standard of Care. 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 Client's or the Advisor’s 's directions to the Sub-Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, the Custodian or the FundClient, 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 duties and obligations. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. 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 FundSubject Portfolio; shall act at all times in the best interests of the FundClient; 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 However, the Sub-Advisor 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.

Liability; Standard of Care. 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 Advisor’s directions to the Sub-Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Sub-Advisor, Advisor, 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-Advisor, its affiliates, agents and employees, or the Sub-Advisor’s reckless disregard of its duties and obligations. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor shall comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-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.

Liability; Standard of Care. 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 Advisor’s directions to the Sub-Advisor or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the Advisor, 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-Advisor, its affiliates, agents and employees, or the Subsub-Advisoradvisor’s reckless disregard of its duties and obligations. The Sub-Advisor shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. 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 Fund; shall act at all times in the best interests of the 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 However, the Sub-Advisor 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.

Liability; Standard of Care. The To the fullest extent permitted by applicable law, the Sub-AdvisorAdviser, its affiliates, agents and employees, shall be indemnified by the Advisor Adviser 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 AdvisorAdviser’s directions to the Sub-Advisor Adviser or Custodian, or brokers, dealers or others with respect to the making, retention or sale of any investment or reinvestment hereunder; or (b) arising from the acts or omissions of the AdvisorAdviser, 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 bad faith of the Sub-AdvisorAdviser, its affiliates, agents and employees, or the Sub-AdvisorAdviser’s reckless disregard of its duties and obligations. The Sub-Advisor Adviser shall also be without liability hereunder for any action taken or omitted by it in good faith and without gross negligence. The Sub-Advisor shall Adviser shall: comply with all applicable laws and regulations in the discharge of its duties under this Agreement; shall comply with the investment policies, guidelines and restrictions of the Fund; shall act at all times in the best interests of the 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-Advisor 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.