Common use of Liability Clause in Contracts

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the a Fund, the Trust or the a Fund or any of the a Fund’s 's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the a Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the a Fund, the Trust or the a Fund or any of the a Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA. Neither Subadviser’s acceptance of its appointment, the Fund’s investment objectives, nor any other provision of this Agreement shall be considered a guaranty that any specific result or performance will be achieved. To the extent the Adviser or Fund provides instructions to the Subadviser, the Adviser is solely responsible and liable for any consequences resulting from the Subadviser following such instructions. Notwithstanding any of the forgoing, Subadviser will not be bound to comply with any amendment or instruction to the extent such amendment or instruction violates any applicable laws, rules or regulations.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the a Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Allocated Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c12(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Allocated Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of such rights which the CEATrust or the Fund may have under federal securities laws.

Liability. The Subadviser Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Advisor against any liability to the Trust, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser“Indemnified Parties”) against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Adviser’s Controlling PersonsAdvisers Act , if anyor other federal or state statutory law or regulation, at common law or otherwise. It is understood, however, that nothing in this paragraph 13 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser shall exercise its best judgment in rendering its the services in accordance with the terms of this Agreement, but otherwise, in . In the absence of willful wilful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”), if any, ") shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the a Fund or any of the a Fund’s 's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in In the absence of willful wilful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing; provided, however, that nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its the services in accordance with the terms of this Agreement, but otherwise, in . In the absence of willful wilful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”), if any, ") shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, any other subadviser to the a Fund, the Trust or the a Fund or any of the a Fund’s 's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except Except as set forth in Section 10(c(c) below), in the absence of willful wilful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing; provided, however, that nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Advisor against any liability to the Trust, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser“Indemnified Parties”) against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Adviser’s Controlling PersonsAdvisers Act, if anyor other federal or state statutory law or regulation, at common law or otherwise. It is understood, however, that nothing in this paragraph 13 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Adviser nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Adviser against any liability to the Trust, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (each and “Indemnified Party”) against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of 1933, as amended (the “1933 Act”), the AdviserSecurities Exchange Act of 1934, the Advisers Act, or other federal or state statutory law or regulation, at common law or otherwise. It is understood, however, that nothing in this paragraph 13 shall protect any of its Affiliates and each of the Adviser’s Controlling PersonsIndemnified Party against, if anyor entitle any Indemnified Party to, shall not be subject to indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser Except as may otherwise be provided by the 1940 Act or other federal securities laws, neither the Sub-Adviser nor any of its officers, directors, partners, employees or agents (the "Indemnified Parties") shall exercise its best judgment be subject to any liability to the Manager, the Trust, the Series or any shareholder of the Series for any error of judgment, any mistake of law or any loss arising out of any investment or other act or omission in rendering its services in accordance with the terms course of, connected with, or arising out of any service to be rendered under this Agreement, but otherwise, in the absence except by reason of willful misfeasance, bad faith or gross negligence on in the part performance of the Subadviser Sub-Adviser's duties or a by reason of reckless disregard by the Sub-Adviser of its obligations and duties hereunder. The Manager shall hold harmless and indemnify the Sub-Adviser for any loss, the Subadviserliability, each of its affiliates cost, damage or expense (including reasonable attorneys fees and all respective partners, officers, directors and employees (“Affiliates”costs) and each person, if any, who within the meaning arising from any claim or demand by any past or present shareholder of the Securities Act controls Series that is not based upon the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability obligations of the Sub-Adviser with respect to the AdviserSegment under this Agreement. Without limiting the foregoing, any other subadviser to it is expressly understood and agreed that the Fund, Manager and the Trust or Series shall hold harmless and indemnify the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation Indemnified Parties for any losses that may be sustained in the purchase, holding or sale loss arising out of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in of any other sub-adviser to the case ofSeries, or connected with, rendering services hereunder or for any loss arising out of the failure of the Series to comply with the Policies, except for losses arising out of the Sub-Adviser's failure to comply with the Policies with respect to the Segment. The Manager acknowledges and agrees that may the Sub-Adviser makes no representation or warranty, expressed or implied, that any level of performance or investment results will be sustained in achieved by the purchaseSeries or the Segment or that the Series or the Segment will perform comparably with any standard or index, holding including other clients of the Sub-Adviser, whether public or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAprivate.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust Adviser or the Fund or any of the Fund’s 's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Advisor against any liability to the Trust, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser“Indemnified Parties”) against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Adviser’s Controlling PersonsAdvisers Act , if anyor other federal or state statutory law or regulation, at common law or otherwise. It is understood, however, that nothing in this paragraph 11 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Adviser nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Adviser against any liability to the Trust, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub- Adviser, its directors, officers, employees, affiliates, agents and controlling persons (each and “Indemnified Party”) against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of 1933, as amended (the “1933 Act”), the AdviserSecurities Exchange Act of 1934, the Advisers Act, or other federal or state statutory law or regulation, at common law or otherwise. It is understood, however, that nothing in this paragraph 13 shall protect any of its Affiliates and each of the Adviser’s Controlling PersonsIndemnified Party against, if anyor entitle any Indemnified Party to, shall not be subject to indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser Sub-SubAdviser shall exercise its best judgment in rendering its the services in accordance with the terms of this Agreement, but otherwise, in . In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser Sub-SubAdviser or a reckless disregard of its duties hereunder, the SubadviserSub-SubAdviser, each of its affiliates and all respective partners, officers, directors Trustees and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser Sub-SubAdviser (“"Controlling Persons”), if any, ") shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, any other subadviser to the FundSubAdviser, the Trust or the Fund or any of the Fund’s 's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except Except as set forth in Section 10(c(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser SubAdviser or a reckless disregard of its duties hereunder, the AdviserSubAdviser, any of its Affiliates and each of the Adviser’s SubAdviser's Controlling Persons, if any, shall not be subject to any liability to the SubadviserSub-SubAdviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Allocated Assets. Notwithstanding the foregoing; provided, however, that nothing herein shall relieve the Adviser SubAdviser and the Subadviser Sub-SubAdviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAor commodities laws.

Liability. The Subadviser Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Advisor against any liability to the Trust, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser“Indemnified Parties”) against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Adviser’s Controlling PersonsAdvisers Act , if anyor other federal or state statutory law or regulation, at common law or otherwise. It is understood, however, that nothing in this paragraph 13 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or by reason of any reckless disregard of its obligations and duties under this Agreement. The Sub-Advisor is not responsible for any losses that may be sustained in supervising the purchase, holding or sale Custodian Bank of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEATrust.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below)otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s 's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Advisor against any liability to the Trust, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser"Indemnified Parties") against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, the Adviser’s Controlling PersonsAdvisers Act, if anyor other federal or state statutory law or regulation, at common law or otherwise. It is understood, however, that nothing in this paragraph 13 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser Sub-Adviser, or a reckless disregard of its obligations and duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Sub-Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the SubadviserFund, the Adviser or to any shareholder of the Fund or to any other person, firm or organization, for any act or omission in the case course of, or connected with, rendering services hereunder or for any losses that may be sustained in hereunder. The Adviser shall, to the purchasefullest extent permitted by law, holding or sale of Subadviser Assets. Notwithstanding indemnify and save harmless the foregoingSub-Adviser, nothing herein shall relieve the Adviser its affiliates and the Subadviser from any of their obligations respective partners, members, directors, officers, employees and shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Sub-Adviser’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under applicable law, including, without limitation, this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder unless a final decision on the federal and state securities laws and merits by a court or other body before whom the CEAproceeding was brought that the Indemnitee was liable by reason of disabling conduct.

Liability. The Subadviser shall exercise its best that level of judgment required of others in a similar position in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasancemisconduct, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunderSubadviser, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best that level of judgment required of others in a similar position in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasancemisconduct, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunderAdviser, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser Sub-Adviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser Sub-Adviser or a reckless disregard of its duties hereunder, the SubadviserSub-Adviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser Sub-Adviser (“Controlling Persons”)) other than the Manager, if any, shall not be subject to any expenses or liability to the AdviserManager, any other subadviser to the Fund, the Trust Fund or the Fund or any of the Fund’s its shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Sub-Adviser Assets, 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 limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act). The Adviser Manager shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser Manager or a reckless disregard of its duties hereunder, the AdviserManager, any of its Affiliates and each of the AdviserManager’s Controlling Persons, if any, shall not be subject to any liability to the SubadviserSub-Adviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Sub-Adviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser Manager and the Subadviser Sub-Adviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective shareholders, partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the a Fund, the Trust or the a Fund or any of the a Fund’s 's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful wilful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser Neither the Sub-Advisor nor its partners, members, officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Advisor, the Trust, the Fund, its best shareholders and/or any other person (i) for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund or (ii) for any failure or delay in rendering performance of the Sub-Advisor’s obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its services in accordance with reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the terms Sub-Advisor’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. Neither the Sub-Advisor nor its partners, members, officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement, but otherwise, in ) and/or for any loss suffered by the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunderAdvisor, the SubadviserTrust, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Advisor against any liability to the Advisor, but the Trust, the Fund and/or its shareholders to which the Sub-Advisor might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Advisor, its partners, members, officers, directors, employees, affiliates, agents and controlling persons (collectively, the Adviser“Indemnified Parties”) against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Advisor, the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Adviser’s Controlling PersonsAdvisers Act , if anyor other federal or state statutory law or regulation, at common law or otherwise. It is understood, however, that nothing in this paragraph 11 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserAdvisor, for any act the Trust, the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or person with respect to the Fund. Neither the Sub-Adviser nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Adviser against any liability to the Trust, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser“Indemnified Parties”) against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the “1933 Act”), the 1934 Act, the Investment Advisers Act of 1940, as amended (the Adviser’s Controlling Persons“Advisers Act”) or other federal or state statutory law or regulation, if anyat common law or otherwise. It is understood, however, that nothing in this paragraph 10 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser Sub-SubAdviser shall exercise its best judgment in rendering its the services in accordance with the terms of this Agreement, but otherwise, in . In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser Sub-SubAdviser or a reckless disregard of its duties hereunder, the SubadviserSub-SubAdviser, each of its affiliates and all respective partners, officers, directors Trustees and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser Sub-SubAdviser (“Controlling Persons”), if any, ) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, any other subadviser to the FundSubAdviser, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except Except as set forth in Section 10(c(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser SubAdviser or a reckless disregard of its duties hereunder, the AdviserSubAdviser, any of its Affiliates and each of the AdviserSubAdviser’s Controlling Persons, if any, shall not be subject to any liability to the SubadviserSub-SubAdviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Allocated Assets. Notwithstanding the foregoing; provided, however, that nothing herein shall relieve the Adviser SubAdviser and the Subadviser Sub-SubAdviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAor commodities laws.

Liability. The Subadviser Sub-SubAdviser shall exercise its best judgment in rendering its the services in accordance with the terms of this Agreement, but otherwise, in . In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser Sub-SubAdviser or a reckless disregard of its duties hereunder, the SubadviserSub-SubAdviser, each of its affiliates and all respective partners, officers, directors Trustees and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser Sub-SubAdviser (“Controlling Persons”), if any, ) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, any other subadviser to the FundSubAdviser, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except Except as set forth in Section 10(c(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser SubAdviser or a reckless disregard of its duties hereunder, the AdviserSubAdviser, any of its Affiliates and each of the AdviserSubAdviser’s Controlling Persons, if any, shall not be subject to any liability to the SubadviserSub-SubAdviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoingFund assets; provided, however, that nothing herein shall relieve the Adviser SubAdviser and the Subadviser Sub-SubAdviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAor commodities laws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s 's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the FundPrimary Subadviser, the Trust Trust, or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or Primary Subadviser, or a reckless disregard of its their duties hereunder, the Adviser, Primary Subadviser, and any of its their Affiliates and each of the Adviser’s or Primary Subadviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser Adviser, Primary Subadviser, and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. (i) The Subadviser Warrant Agent shall exercise its best judgment not be liable for or by reason of any of the statements of fact or recitals contained in rendering its services in accordance with the terms of this Agreement, but otherwisethe Warrant Statements or in the Warrant Certificates (except, in each case, its countersignature thereof) or be required to verify the absence of willful misfeasancesame, bad faith or gross negligence on but all such statements and recitals are and shall be deemed to have been made by the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, Company only. The Warrant Agent shall not be subject under any responsibility in respect of the validity or sufficiency of this Agreement or the execution and delivery hereof or in respect of the validity or execution of any Warrant Certificate (except, in each case, its countersignature thereof); nor shall the Warrant Agent be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate to be complied with by the Company; nor shall the Warrant Agent be responsible for the making of any expenses adjustment in the Exercise Price or liability the number and/or kind of shares issuable upon the exercise of a Warrants required under the provisions of Article V or be responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such change; nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the Adviser, authorization or reservation of any other subadviser Warrant Exercise Shares to the Fund, the Trust or the Fund be issued pursuant to this Agreement or any of the Fund’s shareholdersWarrant or as to whether any Warrant Exercise Shares will, in connection with the matters to which this Agreement relateswhen issued, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assetsvalidly issued and fully paid and non-assessable. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, Warrant Agent shall not be subject to accountable or under any liability duty or responsibility for the use by the Company of any Warrant Certificate authenticated by the Warrant Agent and delivered by it to the Subadviser, Company pursuant to this Agreement or for any act or omission in the case ofapplication by the Company of the proceeds of the issue and sale, or connected withexercise, rendering services hereunder or for any losses that may be sustained in of the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAWarrants.

Liability. The Subadviser Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Company, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or person with respect to the Fund. Neither the Sub-Adviser nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Company, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Adviser against any liability to the Company, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Company, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser"Indemnified Parties") against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Company or the Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the "1933 Act"), the 1934 Act, the Investment Advisers Act of 1940, as amended (the Adviser’s Controlling Persons"Advisers Act") or other federal or state statutory law or regulation, if anyat common law or otherwise. It is understood, however, that nothing in this paragraph 10 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserCompany, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in . In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard by Subadviser of its duties hereunder, the Subadviser, each of its affiliates affiliates, affiliated persons and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, or any Affiliate or Controlling Persons of any of them, in connection with the matters to which this Agreement relates, including including, without limitation limitation, for any losses that may be sustained in the purchase, holding or sale of Subadviser AssetsAssets or for any act or omission in the case of, or connected with, rendering services hereunder. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except . Except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard by Adviser of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, its Affiliates or its Controlling Persons in connection with the matters to which this Agreement relates, including, without limitation, for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets or for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assetshereunder. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their non-waivable obligations under applicable law, including, without limitation, any such obligations under the federal and state securities laws and the CEA.

Liability. The Subadviser Adviser shall exercise its give the Trust the benefit of the Adviser’s best judgment and efforts in rendering its services in accordance with under this Agreement. The Adviser may rely on information reasonably believed by it to be accurate and reliable. As an inducement for the terms of Adviser’s undertaking to render services under this Agreement, but otherwisethe Trust agrees that neither the Adviser nor its members, officers, directors, or employees shall be subject to any liability for, or any damages, expenses or losses incurred in the absence connection with, any act or omission or mistake in judgment connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith faith, or gross negligence on the part in performance of the Subadviser Adviser’s duties, or a by reason of reckless disregard of its the Adviser’s obligations and duties hereunder, under this Agreement. This provision shall govern only the Subadviser, each liability to the Trust of the Adviser and that of its affiliates and all respective partnersmembers, officers, directors directors, and employees, and shall in no way provide a defense for any other person including persons that provide services for the Trust as described in this Agreement. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither the Adviser nor its members, officers, directors, or employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses liability for, or liability to the Adviserany damages, expenses, or losses incurred in connection with, any other subadviser to the Fund, the Trust act or the Fund omission by a Sub-Adviser or any of the FundSub-Adviser’s shareholdersmembers, in connection officers, directors, or employees connected with the matters to which this Agreement relates, including without limitation for or arising out of any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The services rendered under a Sub-Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence by reason of willful misfeasance, bad faith faith, or gross negligence on in the part performance of the Adviser Investment Adviser’s duties under this Agreement, or a by reason of reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Investment Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling October 2017 10 Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser duties of the Sub-Advisor shall exercise be confined to those expressly set forth herein, with respect to the Sub-Advisor Assets. The Sub-Advisor and its best affiliated persons and controlling persons, nor any of their respective members, partners (whether limited or general), shareholders, managers, directors, officers, agents or employees (such persons, collectively, the “Sub-Advisor Affiliates”) shall not be liable for any error of judgment or mistake of law or loss arising out of any portfolio investment or disposition hereunder, or for any loss suffered by the Advisor, the Trust or a Fund in rendering its services in accordance connection with the terms of any matter to which this AgreementAgreement relates, but otherwise, in the absence of except a loss resulting from willful misfeasance, bad faith or gross negligence on in the part performance of the Subadviser its duties, or a by reason of reckless disregard of its obligations and duties hereunder, the Subadviser, each except as may otherwise be provided under provisions of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall applicable state law that cannot be subject to any expenses waived or liability to modified hereby. Under no circumstances shall the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation Sub-Advisor be liable for any losses that may be sustained in the purchase, holding or sale loss arising out of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case oftaken by another sub-advisor, or connected withany other third party, rendering services hereunder in respect of any portion of the Trust’s assets not managed by the Sub-Advisor pursuant to this Agreement. Under no circumstances shall the Sub-Advisor be liable for acts of the Sub-Advisor which result from or for any losses that may be sustained in are based upon acts of the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable lawAdvisor, including, without limitationbut not limited to, a failure of the federal Advisor to provide accurate and state securities laws and current information with respect to any records maintained by the CEAAdvisor or any other sub-adviser to a Fund, which records are not also required to be independently generated or prepared by the Sub-Advisor or, to the extent such records relate to the portion of the assets managed by the Sub-Advisor, otherwise available to the Sub-Advisor upon reasonable request. Under no circumstances shall either party hereto be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages.

Liability. The Subadviser Nothing in this Clause CO-2.29 shall exercise affect a Party’s general duty to mitigate its best judgment loss. Nothing in rendering this Call-Off Agreement shall be construed to limit or exclude either Party's liability for: death or personal injury caused by its services negligence or that of its staff; bribery, Fraud or fraudulent misrepresentation by it or that of its staff; any breach of any obligations implied by Section 2 of the Supply of Goods and Services Act 1982; or any other matter which, by Law, may not be excluded or limited. Nothing in accordance with the terms Call-Off Agreement shall impose any liability on the Customer in respect of this Agreementany liability incurred by the Supplier to any other person, but otherwise, in this shall not be taken to exclude or limit any liability of the absence Customer to the Supplier that may arise by virtue of willful misfeasance, bad faith either a breach of the Call-Off Agreement or gross by negligence on the part of the Subadviser Customer, or a reckless disregard of its duties hereunderthe Customer's employees, servants or agents. Subject always to Clause CO-2.31, the Subadviseraggregate liability of either Party under or in connection with each Year of this Call-Off Agreement (whether expressed as an indemnity or otherwise: for all defaults resulting in direct loss to the property (including technical infrastructure, each of its affiliates and all respective partnersassets, officers, directors and employees (“Affiliates”IPR or equipment but excluding any loss or damage to the Customer Personal Data) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if anyother Party, shall not be subject to the financial limits set out in the relevant paragraph of the Order Form; and in respect of all other defaults, claims, losses or damages, whether arising from breach of contract, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise shall not exceed the greater of a sum equivalent to the financial limit set out in the relevant paragraph of the order form or a sum equivalent to one hundred and twenty five per cent (125%) of the Charges paid or payable to the Supplier in the Year of this Call-Off Agreement, as calculated as at the date of the event giving rise to the claim under consideration (or if such event occurs in the first twelve (12) Months of the Call-Off Agreement Period, the amount estimated to be paid in the first twelve (12) Months of the Call-Off Agreement Period). Subject always to Clause CO-2.33 the Customer shall have the right to recover as a direct loss: any additional operational and/or administrative expenses arising from the Supplier's Default; any wasted expenditure or charges rendered unnecessary and/or incurred by the Customer arising from the Supplier's Default; and any losses, costs, damages, expenses or liability to other liabilities suffered or incurred by the Adviser, any other subadviser to the Fund, the Trust Customer which arise out of or the Fund or any of the Fund’s shareholders, in connection with the matters loss of, corruption or damage to which this Agreement relates, including without limitation for any losses that may be sustained in or failure to deliver Customer Data by the purchase, holding or sale of Subadviser AssetsSupplier. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, Supplier shall not be subject to responsible for any liability injury, loss, damage, cost or expense if and to the Subadviser, for any act extent that it is caused by the negligence or omission in wilful misconduct of the case of, Customer or connected with, rendering services hereunder or for any losses that may be sustained in by breach by the purchase, holding or sale Customer of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their its obligations under applicable lawthe Call-Off Agreement. Subject to Clauses CO-2.31 and Clause CO-2.34, includingin no event shall either Party be liable to the other for any: loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirect, without limitation, the federal and state securities laws and the CEAspecial or consequential loss or damage.

Liability. The Subadviser duties of the Sub-Advisor shall exercise its best judgment in rendering its services in accordance be confined to those expressly set forth herein, with respect to the terms Sub-Advisor Assets. The Sub-Advisor shall not be liable for any loss arising out of this Agreementany portfolio investment or disposition hereunder, but otherwise, in the absence of except a loss resulting from willful misfeasance, bad faith or gross negligence on in the part performance of the Subadviser its duties, or a by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law that cannot be waived or modified hereby. Without limiting the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning generality of the Securities Act controls foregoing, the Subadviser (“Controlling Persons”), if any, Sub-Advisor shall not be subject to any expenses have no responsibility or liability for and shall be indemnified and held harmless with respect to (i) selection or establishment of the Trust’s investment objectives, policies and restrictions (ii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Trust, (iv) registration of the Trust with any government or agency, (v) administration of the plans and trusts investing through the Trust, (vi) overall Trust or Fund compliance with the requirements of the 1940 Act to the Adviserextent outside of the Sub-Advisor’s control, and any other subadviser requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, to the Fund, extent outside of the Trust or the Fund or Sub-Advisor’s control; and (v) any untrue statement of a material fact contained in the Fund’s shareholders, in connection with the matters to which this Agreement relatesProspectus, including without limitation any amendment thereof or any supplement thereto, or the omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading; provided however that Sub-Advisor shall be responsible for any losses that may be sustained information regarding the Sub-Advisor specifically provided to the Advisor or approved by the Sub-Advisor for the express purpose of inclusion in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the AdviserFund’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAProspectus.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Trust, or the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the a Fund or any of the a Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its the services in accordance with the terms of this Agreement, but otherwise, in . In the absence of willful wilful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”), if any, ") shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, any other subadviser to the a Fund, the Trust or the a Fund or any of the a Fund’s 's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except Except as set forth in Section 10(c(b) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing; provided, however, that nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwiseotherwise (except as set forth in Section 11(b) below), in the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, managers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including including, without limitation limitation, for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(b) below), in the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any each of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise. Notwithstanding the foregoing, in the absence of willful misfeasance, bad faith faith, gross negligence, or gross negligence a reckless disregard on the part of the Subadviser or a reckless disregard in the performance of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement. Notwithstanding the foregoing, but otherwise (and except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith faith, gross negligence, or gross negligence a reckless disregard on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser Neither the Sub-Advisor nor its officers, directors, members, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its services in accordance with the terms officers, directors, members, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s its shareholders, the Advisor, and/or any other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Advisor against any liability to the Trust, but the Fund, the Advisor, and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, members, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser"Indemnified Parties") against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, the Adviser’s Controlling PersonsAdvisers Act, if anythe 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise. It is understood, however, that nothing in this paragraph 11 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including including, without limitation limitation, for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or person with respect to the Fund. Neither the Sub-Adviser nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Adviser against any liability to the Trust, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser“Indemnified Parties”) against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the “1933 Act”), the 1934 Act, the Investment Advisers Act of 1940, as amended (the Adviser’s Controlling Persons“Advisers Act”) or other federal or state statutory law or regulation, if anyat common law or otherwise. It is understood, however, that nothing in this paragraph 11 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on its part in the part performance of the Subadviser its duties or a reckless disregard of its obligation and duties hereunder, the Subadviser, each of its affiliates affiliated persons and all respective partners, officers, directors and employees (“"Affiliates”") of the Subadviser and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”), if any, ") shall not be subject to any expenses or liability liable to the Adviser, any other subadviser to the Fund, the Trust or the a Fund or any of a Fund's shareholders for any error of judgment or mistake of law or for any loss suffered by the Fund’s shareholders, Adviser or a Fund in connection with the matters to which this the Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any affiliated person of its Affiliates the Adviser and each of the Adviser’s its Controlling Persons, if any, Persons shall not be subject to any liability to the Subadviser, for any act or omission in the case of, of or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing; provided, however, that nothing herein shall relieve the Adviser and the Subadviser from any of their respective securities obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partnersManagement Committee members, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the a Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering render its services in accordance with its fiduciary duties and the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith faith,or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith faith,or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Advisor against any liability to the Trust, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser"Indemnified Parties") against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, the Adviser’s Controlling PersonsAdvisers Act , if anyor other federal or state statutory law or regulation, at common law or otherwise. It is understood, however, that nothing in this paragraph 13 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser shall exercise its best judgment commercially reasonable efforts in rendering its services in accordance with the terms of this Agreement, but otherwise, in . In the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors managers, directors, members and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including including, without limitation limitation, for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in In the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any each of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the a Fund or any of the Fund’s 's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence negligence. on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section Sections 10(b) and 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), October 2019 10 in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, managers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including including, without limitation limitation, for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below)otherwise, in the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any each of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser Neither the Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall exercise its best be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in rendering its services in accordance connection with the terms matters to which this Sub-Advisory Agreement relates except a loss resulting from a breach of this Agreement, but otherwise, fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the absence period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the part of the Subadviser or a reckless disregard performance of its duties hereunder, the Subadviser, each or from reckless disregard by it of its affiliates obligations and all respective partnersduties under this Sub-Advisory Agreement, officersincluding the Sub-Adviser’s failure to adhere to any investment policies and restrictions as described in the Fund’s Prospectus and Trade Errors, directors and employees (“Affiliates”) and each as defined in Section 5 of this Sub-Advisory Agreement. Any person, if anyeven though also a director, officer, employee, shareholder, member or agent of the Sub-Adviser, who within the meaning may be or become an officer, director, trustee, employee or agent of the Securities Act controls the Subadviser (“Controlling Persons”), if anyTrust, shall not be subject deemed, when rendering services to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or acting on any business of the Fund’s shareholders, Trust (other than services or business in connection with the matters Sub-Adviser's duties hereunder), to which this Agreement relatesbe rendering such services to or acting solely for the Trust and not as a director, including without limitation officer, employee, shareholder, member or agent of the Sub-Adviser, or one under the Sub-Adviser's control or direction, even though paid by the Sub-Adviser. The Sub-Adviser shall not be liable to the Adviser or the Trust for any losses that may be sustained action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the purchase, holding or sale of Subadviser Assets. The Fund made to the Sub-Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part by a duly authorized officer of the Adviser or a reckless disregard the Trust; (ii) the advice of its duties hereunder, counsel to the Adviser, Trust; and (iii) any written instruction or certified copy of its Affiliates and each any resolution of the Adviser’s Controlling Persons, if any, Board. The Sub-Adviser shall not be subject to any liability to the Subadviser, responsible or liable for any act failure or omission delay in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale performance of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their its obligations under applicable lawthis 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 federal and state securities laws and Sub-Advisor’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the CEAmails, transportation, communication or power supply.

Liability. The Subadviser Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or person with respect to the Fund. Neither the Sub-Advisor nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Advisor against any liability to the Trust, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser“Indemnified Parties”) against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the “1933 Act”), the 1934 Act, the Investment Advisers Act of 1940, as amended (the Adviser’s Controlling Persons“Advisers Act”) or other federal or state statutory law or regulation, if anyat common law or otherwise. It is understood, however, that nothing in this paragraph 11 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with Except as may otherwise be required by the terms provisions of this AgreementAgreement (including under Section 15), but otherwisethe 1940 Act or the rules thereunder or other applicable law, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, Trust and Investment Adviser agree that the Subadviser, each any affiliated person of its affiliates and all respective partnersthe Subadviser, officers, directors and employees (“Affiliates”) and each person, if any, who who, within the meaning of Section 15 of the Securities Act 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Except as may otherwise be required by the provisions of this Agreement (including under Section 15), the 1940 Act or the rules thereunder or other applicable law, the Subadviser (“Controlling Persons”)agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any expenses damages, expenses, or liability to the Adviserlosses in connection with, any other subadviser to the Fund, the Trust act or the Fund omission connected with or arising out of any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of services rendered under this Agreement, but otherwise (except as set forth in Section 10(c) below), in by reason of the absence of Trust’s or Investment Adviser’s willful misfeasance, bad faith faith, or gross negligence on in the part performance of the Adviser their duties, or a by reason of reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Trust’s or Investment Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assetsobligations and duties under this Agreement. Notwithstanding the foregoing, nothing herein contained in this Agreement shall relieve constitute a waiver or limitation of rights that the Adviser and the Subadviser from any of their obligations Trust may have under applicable law, including, without limitation, the federal and or state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering its the services in accordance with the terms of this Agreement, but otherwise, in . In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”), if any, ") shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund Funds or any of the Fund’s Funds' shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in In the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing; provided, however, that nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwisebut, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Subadviser Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Subadviser Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(cSections 10(b) and (c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates affiliates and all respective partners, officers, directors and employees (“Adviser Affiliates”) and each person who within the meaning of the Adviser’s Securities Act controls the Adviser(“Adviser Controlling Persons”), if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws laws. The Subadviser shall have no liability for any action or omission taken in compliance with an instruction given to the Subadviser by the Adviser or the Trust. The Adviser acknowledges and agrees that the Trust and the CEAAdviser remain responsible for the management of the Fund’s affairs for tax purposes.

Liability. The Subadviser Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Adviser nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Adviser against any liability to the Trust, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Adviser 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) from and against any and all claims, losses, liabilities or a damages (including reasonable attorney’s fees and other related expenses) however arising from or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from or relating to Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties hereunder, under this Agreement. The Adviser shall indemnify and hold harmless the Adviser, any Sub-Adviser and all affiliated persons thereof (within the meaning of its Affiliates and each Section 2(a)(3) of the Adviser1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act fees and other related expenses) however arising from or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, connection with this Agreement (including, without limitation, any claims of infringement or misappropriation of the federal intellectual property rights of a third party against the Sub-Adviser or any affiliated person relating to any index or index data provided to Sub-Adviser by the Adviser or Adviser’s agent and state used by the Sub-Adviser in connection with performing its duties under this Agreement); provided, however, that the Adviser’s obligation under this Section 12 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. Notwithstanding anything to the contrary contained herein, no party to this Agreement shall be responsible or liable for its failure to perform under this Agreement or for any losses to the Fund resulting from any event beyond the reasonable control of such party or its agents, including, but not limited to, nationalization, expropriation, devaluation, seizure or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Fund; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities laws industry including changes in market rules and market conditions affecting the CEAexecution or settlement of transactions; or acts or war, terrorism, insurrection or revolution; or acts of God, or any other similar event. In no event, shall any party be responsible for incidental, consequential or punitive damages hereunder. The provisions of this Section shall survive the termination of this Agreement.

Liability. The Subadviser (a) Wellington Management shall exercise discharge its best judgment in rendering its services in accordance duties under this Agreement with the terms care, skill. prudence and diligence under the circumstances then prevailing that a prudent investment professional acting in a similar capacity and familiar with such matters would use. Except as may otherwise be required by the provisions of this AgreementAgreement (including under Section 14) the 1940 Act or the rules thereunder or other applicable law, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on Trust and the part of the Subadviser or a reckless disregard of its duties hereunder, Investment Adviser agree that the Subadviser, each any affiliated person of its affiliates and all respective partnersthe Subadviser, officers, directors and employees (“Affiliates”) and each person, if any, who who, within the meaning of Section 15 of the Securities Act 1933 Act, controls the Subadviser (“Controlling Persons”), if anySubadviser, shall not be liable for, or subject to any expenses damages, expenses, or liability to the Adviserlosses in connection with, any other subadviser to the Fund, the Trust act or the Fund omission connected with or arising out of any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of services rendered under this Agreement, but otherwise (except as set forth in Section 10(c) below), in by reason of the absence of Subadviser’s willful misfeasance, bad faith faith, or gross negligence on in the part performance of the Adviser Subadviser’s duties, or a by reason of reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing herein contained in this Agreement shall relieve constitute a waiver or limitation of rights that the Trust or Investment Adviser and may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement to the same extent that Subadviser would be liable for such damages, expenses or losses if the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAhad performed such act or omission directly.

Liability. The Subadviser Neither the Sub-Advisor nor its officers, directors, members, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its services in accordance with the terms officers, directors, members, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s its shareholders, the Advisor, and/or any other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Advisor against any liability to the Trust, but the Fund, the Advisor, and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, members, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser“Indemnified Parties”) against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Adviser’s Controlling PersonsAdvisers Act, if anythe 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise. It is understood, however, that nothing in this paragraph 11 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise perform its best judgment in rendering its services duties and obligations under this Agreement in accordance with the terms standard of this Agreementcare as set forth in Section 2(a), but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser Sub-Adviser has made and makes no guarantee whatsoever as to the success or profitability of the Sub-Adviser’s trading methods and strategies and the Adviser acknowledges that it has received no such guarantee from the Sub-Adviser and has not entered into this Agreement in consideration of or in reliance upon any such guarantee or similar representation from the Sub-Adviser. Neither the Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall exercise its best be liable for any error of judgment (including, without limitation, trade errors) or mistake of law or for any loss suffered by the Fund (including, without limitation, by reason of the purchase, retention or sale of securities) in rendering its services in accordance connection with the terms matters to which this Agreement relates except a loss resulting from a breach of this Agreement, but otherwise, fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the absence period and the amount set forth in Section 36(b)(3) of the 1000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the part of the Subadviser or a reckless disregard performance of its duties hereunder, the Subadviser, each or from reckless disregard by it of its affiliates obligations and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which duties under this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser AssetsAgreement. The Adviser shall exercise indemnify, and defend the Sub-Adviser and its best judgment shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses (“Losses”), as they are incurred, by reason of any act or omission of the Adviser in rendering its obligations in accordance connection with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below)to the extent such Losses arise primarily out of or are based primarily upon the Sub-Adviser’s breach of fiduciary duty, in the absence of willful misfeasance, bad faith or gross negligence on in the part of the Adviser or a reckless disregard performance of its duties hereunder, the Adviser, any or from reckless disregard by it of its Affiliates obligations and each duties under this Agreement. The Sub-Adviser shall indemnify, and defend the Adviser and its shareholders, members, officers, directors, employees, agents, control persons or affiliates of the Adviser’s Controlling Personsany thereof, if anyand hold them harmless from and against any and all Losses, shall not be subject to any liability to the Subadviseras they are incurred, for by reason of any act or omission of the Sub-Adviser in connection with this Agreement, except to the extent such Losses arise primarily out of our are based primarily upon the Adviser’s breach of fiduciary duty, willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also a director, officer, employee, shareholder, member or agent of the Sub-Adviser, who may be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the Sub-Adviser's duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder, member or agent of the Sub-Adviser, or connected withone under the Sub-Adviser's control or direction, rendering services hereunder or for any losses that may be sustained in even though paid by the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEASub-Adviser.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in In the absence of willful misfeasance, bad faith faith, negligence, or gross negligence reckless disregard on the part of the Subadviser or a reckless disregard of its duties hereunderor obligations under this Agreement, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses liability for errors of judgment, mistake of law or liability to for any loss suffered by the Adviser, any other subadviser to the Corporation, the Fund, the Trust or the Fund or any of the Fund’s shareholders, its shareholders in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in In the absence of willful misfeasance, bad faith faith, negligence, or gross negligence reckless disregard on the part of the Adviser or a reckless disregard of its duties hereunderor obligations under this Agreement or the Advisory Agreement, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, Adviser shall not be subject to any liability to the Subadviser, for any act or omission in the case course of, or connected in connection with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoingInvestments; provided, however, that nothing herein shall relieve the Adviser and or the Subadviser from any of their respective obligations under applicable law, including, including without limitation, the federal and state securities laws and the CEA. 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 limitation of any rights which the Corporation or any shareholder of the Corporation may have under any federal securities or state law.

Liability. The Subadviser Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Trust, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Trust, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Advisor against any liability to the Trust, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Trust, on behalf of the Fund hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser“Indemnified Parties”) against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Adviser’s Controlling PersonsAdvisers Act, if anyor other federal or state statutory law or regulation, at common law or otherwise. It is understood, however, that nothing in this paragraph 13 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserTrust, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser Sub-Adviser has made and makes no guarantee whatsoever as to the success or profitability of the Sub-Adviser’s trading methods and strategies and the Adviser acknowledges that it has received no such guarantee from the Sub-Adviser and has not entered into this Agreement in consideration of or in reliance upon any such guarantee or similar representation from the Sub-Adviser. Neither the Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall exercise its best be liable for any error of judgment (including, without limitation, trade errors) or mistake of law or for any loss suffered by the Fund (including, without limitation, by reason of the purchase, retention or sale of securities) in rendering its services in accordance connection with the terms matters to which this Agreement relates except a loss resulting from a breach of this Agreement, but otherwise, fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the absence period and the amount set forth in Section 36(b)(3) of the 1000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the part of the Subadviser or a reckless disregard performance of its duties hereunder, the Subadviser, each or from reckless disregard by it of its affiliates obligations and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which duties under this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser AssetsAgreement. The Adviser shall exercise indemnify, and defend the Sub-Adviser and its best judgment in rendering its obligations in accordance with the terms shareholders, members, officers, directors, employees, agents, control persons or affiliates of this Agreementany thereof, but otherwise and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses (except as set forth in Section 10(c) below“Losses”), in as they are incurred, arising out of or related to this Agreement or the absence business, operation, or administration of the Fund, except to the extent such Losses arise primarily out of or are based primarily upon the Sub-Adviser’s breach of fiduciary duty, willful misfeasance, bad faith or gross negligence on in the part of the Adviser or a reckless disregard performance of its duties hereunder, the Adviser, any or from reckless disregard by it of its Affiliates obligations and each of the Adviser’s Controlling Personsduties under this Agreement. The Sub-Adviser shall indemnify, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve and defend the Adviser and its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, and hold them harmless from and against any and all Losses, as they are incurred, that arise primarily out of or are based primarily upon the Subadviser Sub-Adviser’s breach of fiduciary duty, willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also a director, officer, employee, shareholder, member or agent of the Sub-Adviser, who may be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of their obligations the Trust (other than services or business in connection with the Sub-Adviser's duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder, member or agent of the Sub-Adviser, or one under applicable lawthe Sub-Adviser's control or direction, including, without limitation, even though paid by the federal and state securities laws and the CEASub-Adviser.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in In the absence of willful misfeasance, bad faith or faith, gross negligence on the part of the Subadviser or a reckless disregard of for its duties --------- obligations hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, Sub-Adviser shall not be subject to any expenses or liability liable to the AdviserCompany, any other subadviser to the Fund, the Trust Fund's shareholders or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, Investment Manager for any act or omission resulting in any loss suffered by the case ofCompany, the Fund, the Fund's shareholders or connected withthe Investment Manager in connection with any service to be provided herein. The Federal laws impose responsibilities under certain circumstances on persons who act in good faith, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoingand therefore, nothing herein shall relieve in any way constitute a waiver or limitation of any rights which the Adviser and Company, the Subadviser from any of their obligations Fund or the Investment Manager may have under applicable law. The Investment Manager is hereby expressly put on notice of the provisions in the Declaration of Trust of the Sub-Adviser providing that neither the shareholders nor the trustees, includingofficers or other agents of the Sub-Adviser shall be liable under any written agreement made on behalf of the Sub-Adviser, without limitationand that other parties to any such agreement shall look solely to the assets of the Sub-Adviser for the payment of any claim thereunder or for the performance thereof, except that the federal trustees and state securities laws officers of the Sub-Adviser shall be personally liable for their willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of trustee or officer, as the case may be, and the CEAfor nothing else.

Liability. The Subadviser Sub-Adviser has not made, and does not make, any guarantee whatsoever as to the success or profitability of the Sub-Adviser's trading methods and strategies and the Adviser acknowledges that it has received no such guarantee from the Sub- Adviser and has not entered into this Agreement in consideration of or in reliance upon any such guarantee or similar representation from the Sub-Adviser. Neither the Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall exercise its best be liable for any error of judgment (including, without limitation, trade errors) or mistake of law or for any loss suffered by the Adviser, the Trust or the Funds (including, without limitation, by reason of the purchase, retention or sale of securities) in rendering its services in accordance connection with the terms matters to which this Agreement relates except a loss resulting from a breach of this Agreement, but otherwise, fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the absence period and the amount set forth in Section 36(b)(3) of the 0000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the part performance of the Subadviser Sub-Adviser's duties or a from reckless disregard by it of the Sub-Adviser's obligations and duties under this Agreement. The Adviser shall indemnify, and defend the Sub-Adviser and its duties hereundershareholders, the Subadviser, each of its affiliates and all respective partnersmembers, officers, directors directors, employees, agents, control persons or affiliates of any thereof, and employees hold them harmless from and against any and all claims, losses, damages, liabilities and expenses (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”"Losses"), if anyas they are incurred, shall not be subject arising out of or related to any expenses this Agreement or liability to the Adviserbusiness, any other subadviser to the Fundoperation, or administration of the Trust or the Fund Funds, except to the extent such Losses are determined to have arisen directly and primarily out of, or any have been determined to be based directly and primarily upon, the Sub-Adviser's breach of the Fund’s shareholdersfiduciary duty, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on in the part performance of the Adviser Sub-Adviser's duties or a from reckless disregard by it of its obligations and duties hereunderunder this Agreement. The Sub-Adviser shall indemnify, and defend the AdviserAdviser and its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any of its Affiliates thereof, and each of the Adviser’s Controlling Personshold them harmless from and against any and all Losses, if anyas they are incurred, shall not be subject that have been determined to any liability to the Subadviser, for any act or omission in the case have arisen directly and primarily out of, or connected withhave been determined to be based directly and primarily upon the Sub-Adviser's breach of fiduciary duty, willful misfeasance, bad faith or gross negligence in the performance of the Sub-Adviser's duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also a director, officer, employee, shareholder, member or agent of the Sub-Adviser, who may be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services hereunder to the Trust or acting on any business of the Trust (other than services or business in connection with the Sub-Adviser's duties hereunder), to be rendering such services to or acting solely for any losses that may be sustained in the purchaseTrust and not as a director, holding officer, employee, shareholder, member or sale agent of Subadviser Assetsthe Sub-Adviser, or one under the Sub- Adviser's control or direction, even though paid by the Sub-Adviser. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEASection 10.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA. Neither Subadviser’s acceptance of its appointment, the Fund’s investment objectives, nor any other provision of this Agreement shall be considered a guaranty that any specific result or performance will be achieved. To the extent the Adviser or Fund provides instructions to the Subadviser, the Adviser is solely responsible and liable for any consequences resulting from the Subadviser following such instructions. Notwithstanding any of the forgoing, Subadviser will not be bound to comply with any amendment or instruction to the extent such amendment or instruction violates any applicable laws, rules or regulations.

Liability. The Subadviser Sub-Adviser has made and makes no guarantee whatsoever as to the success or profitability of the Sub-Adviser’s trading methods and strategies and the Adviser acknowledges that it has received no such guarantee from the Sub-Adviser and has not entered into this Agreement in consideration of or in reliance upon any such guarantee or similar representation from the Sub-Adviser. Neither the Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall exercise its best be liable for any error of judgment (including, without limitation, trade errors) or mistake of law or for any Loss (as defined below) suffered by the Fund (including, without limitation, by reason of the purchase, retention or sale of securities) in rendering its services in accordance connection with the terms matters to which this Agreement relates except a Loss resulting from a breach of this Agreement, but otherwise, fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the absence period and the amount set forth in Section 36(b)(3) of the 0000 Xxx) or a Loss resulting from willful misfeasance, bad faith or gross negligence on its part in the part of the Subadviser or a reckless disregard performance of its duties hereunder, the Subadviser, each or from reckless disregard by it of its affiliates obligations and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which duties under this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser AssetsAgreement. The Adviser shall exercise indemnify, and defend the Sub-Adviser and its best judgment shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, and hold them harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees and accountants’ fees and disbursements) (collectively, “Losses”), as they are incurred, by reason of any act or omission of the Adviser or the Funds in rendering its obligations in accordance connection with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below)to the extent such Losses arise primarily out of or are based primarily upon the Sub-Adviser’s breach of fiduciary duty, in the absence of willful misfeasance, bad faith or gross negligence on in the part of the Adviser or a reckless disregard performance of its duties hereunder, the Adviser, any or from reckless disregard by it of its Affiliates obligations and each duties under this Agreement. The Sub-Adviser shall indemnify, and defend the Adviser and its shareholders, members, officers, directors, employees, agents, control persons or affiliates of the Adviser’s Controlling Personsany thereof, if anyand hold them harmless from and against any and all Losses, shall not be subject to any liability to the Subadviseras they are incurred, for by reason of any act or omission of the Sub-Adviser in connection with this Agreement, except to the extent such Losses arise primarily out of our are based primarily upon the Adviser’s breach of fiduciary duty, willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also a director, officer, employee, shareholder, member or agent of the Sub-Adviser, who may be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the Sub-Adviser’s duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder, member or agent of the Sub-Adviser, or connected withone under the Sub-Adviser’s control or direction, rendering services hereunder or for any losses that may be sustained in even though paid by the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEASub-Adviser.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the a Fund, the Trust or the a Fund or any of the a Fund’s 's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser acknowledges and agrees that the Subadviser makes no representation or warranty, express or implied, that any investment results will be achieved by the Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. (i) The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective members, managers, partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunderFurther, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, Subadviser shall not be subject to any expenses or liability to the SubadviserAdviser, the Trust or the Fund or any of the Fund’s shareholders: (a) for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale acts of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser which result from any acts of their obligations under applicable lawthe Adviser, including, without limitationbut not limited to, a failure of the federal Adviser to provide accurate and state securities laws and current information with respect to any records maintained by the CEAAdviser, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request or (b) resulting from actions taken pursuant to directions or instructions delivered to the Subadviser in writing by the Adviser or the Trust (which shall be deemed to be the actions of the Adviser and/or the Trust for all purposes hereunder).

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective shareholders, partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c12(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser duties of the Sub-Advisor shall exercise its best judgment in rendering its services in accordance be confined to those expressly set forth herein, with respect to the terms Sub-Advisor Assets. The Sub-Advisor makes no representation or warranty, express or implied, that any level of this Agreementperformance or investment results will be achieved by a Fund or that a Fund will perform comparably with any standard or index, but otherwiseincluding other clients of the Sub-Advisor, in and the absence Sub-Advisor shall not be liable for any loss arising out of any portfolio investment or disposition hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence on in the part performance of the Subadviser its duties, or a by reason of reckless disregard of its obligations and duties hereunder, the Subadviser, each except as may otherwise be provided under provisions of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall applicable state law that cannot be subject to any expenses waived or liability to modified hereby. Under no circumstances shall the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation Sub-Advisor be liable for any losses that may be sustained in the purchase, holding or sale loss arising out of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case oftaken by another sub-advisor, or connected withany other third party, rendering services hereunder in respect of any portion of the Trust’s assets not managed by the Sub-Advisor pursuant to this Agreement. Under no circumstances shall either party hereto be liable to the other for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages. The Sub-Advisor shall not be liable to the Advisor, a Fund or its shareholders, or the Trust for any losses that may be sustained action taken or omitted in good faith and reasonable reliance upon: (i) information, directions, instructions or requests, whether oral or written, with respect to a Fund made to the purchase, holding Sub-Advisor by a duly authorized officer of the Advisor or sale the Trust; (ii) the advice of Subadviser Assets. Notwithstanding counsel to the foregoing, nothing herein shall relieve Trust; and (iii) any written instruction or certified copy of any resolution of the Adviser and the Subadviser from any Trust’s Board of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEATrustees.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund Funds or any of the Fund’s Funds’ shareholders, in connection with the matters to which this Agreement relates, including without limitation for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assetsassets of a Fund. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assetsassets if a Fund. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. In no case will the Subadviser be liable for actions taken or omissions of actions with respect to the performance of services under this Agreement based upon specific information, instructions or requests given or made to the Subadviser by the Adviser. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser Sub-Adviser and its directors, officers, stockholders, employees and agents shall exercise its best not be liable for any error of judgment or mistake of law or for any loss suffered by the Investment Advisor, the Fund or the Trust in rendering its services in accordance connection with the terms of any matters to which this Agreement, but otherwise, Agreement relates or for any other act or omission in the absence performance by the Sub-Adviser of its duties under this Agreement except that nothing herein contained shall be construed to protect the Sub-Adviser against any liability by reason of the Sub-Adviser's willful misfeasance, bad faith or gross negligence on in the part performance of the Subadviser its duties or a by reckless disregard of its obligations or duties hereunder, under this Agreement. All transactions made by the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning Sub-Adviser on behalf of the Securities Act controls Fund shall be for the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any account and risk of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Sub-Adviser shall exercise its best judgment in rendering its obligations in accordance with have no responsibility for the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith execution or gross negligence on the part clearance of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability Fund's trades once orders have been transmitted to the Subadviserexecuting broker-dealer for those trades; except, however, that the Sub-Adviser will have the primary responsibility for any act or omission in following through on a requested trade to confirm that the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assetstrade has been executed pursuant to its instructions. Notwithstanding the foregoing, the Sub-Advisor will not be held responsible for an executing broker-dealer's failure to properly execute an order, as long as the Sub-Advisor could not reasonably have prevented the failure based on standard and prudent operating procedures. Notwithstanding the foregoing paragraphs, the federal securities laws impose liabilities under certain circumstances on persons who act in good faith and therefore, nothing herein shall relieve the in any way constitute a waiver or limitation of any rights which Adviser and the Subadviser from any of their obligations may have under applicable law, including, without limitation, the federal and securities laws or state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Allocated Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c12(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Allocated Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of such rights which the CEATrust or the Fund may have under federal securities laws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the a Fund, the Trust or the a Fund or any of the a Fund’s 's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful wilful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.. -------------------------------------------------------------------------------- 10

Liability. The Subadviser shall exercise In recognition of the fact that Holding, its best judgment subsidiaries and their respective affiliates, on the one hand, and the GGC Group (as defined below), on the other hand, may currently engage in, and may in rendering the future engage in, the same or similar activities or lines of business and have an interest in the same areas and types of corporate opportunities, and in recognition of the benefits to be derived by Holding, its services in accordance subsidiaries and their respective affiliates through their continued contractual, corporate and business relations with the terms GGC Group (including possible service of directors, officers and employees of the GGC Group as directors, officers and employees of Holding), the provisions of this Section 6 are set forth to regulate and define the conduct of certain affairs of Holding, its subsidiaries and their respective affiliates as they may involve the GGC Group (as defined below), and the powers, rights, duties and liabilities of Holding, its subsidiaries and their respective affiliates, as well as their directors, officers, employees and stockholders in connection therewith. None of GGC, its affiliates or its portfolio companies, nor any of their respective partners, members, directors, employees or agents, nor any successor by operation of law (including by merger) of any such person, nor any entity that acquires all or substantially all of the assets of any such person in a single transaction or series of related transactions (collectively, the “GGC Group”) shall be liable to Holding, its subsidiaries or any of their affiliates for any loss, liability, damage or expense (including attorneys’ fees and expenses) (collectively a “Loss”) arising out of or in connection with the performance of services contemplated by this Agreement, but otherwiseexcept to the extent arising from gross negligence or willful misconduct of a member of the GGC Group. GGC makes no representations or warranties, express or implied, in respect of the absence services provided by any member of willful misfeasancethe GGC Group. Except as GGC may otherwise agree in writing after the date hereof: (i) each member of the GGC Group shall have the right to, bad faith and shall have no duty (contractual or gross negligence otherwise) not to, directly or indirectly: (A) engage in the same, similar or competing business activities or lines of business as Holding, its subsidiaries or any of their affiliates, (B) do business with any client or customer of Holding, its subsidiaries or any of their affiliates, and (C) make investments in competing businesses of Holding, its subsidiaries or any of their affiliates, and such acts shall not be deemed wrongful or improper; (ii) no member of the GGC Group shall be liable to Holding, its subsidiaries or any of their affiliates for breach of any duty (contractual or otherwise), including without limitation any fiduciary duties, by reason of any such activities or of such person’s participation therein; and (iii) in the event that any member of the GGC Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for Holding, its subsidiaries or any of their affiliates on the part one hand, and any member of the Subadviser GGC Group, on the other hand, or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each any other person, if any, who within the meaning no member of the Securities Act controls the Subadviser GGC Group shall have any duty (“Controlling Persons”contractual or otherwise), if anyincluding without limitation any fiduciary duties, to communicate, present or offer such corporate opportunity to Holding, its subsidiaries or any of their affiliates and, notwithstanding any provision of this Agreement to the contrary, shall not be subject liable to any expenses or liability to the AdviserHolding, any other subadviser to the Fund, the Trust or the Fund its subsidiaries or any of the Fund’s shareholders, in connection with the matters to which this Agreement relatestheir affiliates for breach of any duty (contractual or otherwise), including without limitation any fiduciary duties, by reason of the fact that any member of the GGC Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present or communicate such opportunity to Holding, its subsidiaries or any losses that of their affiliates, even though such corporate opportunity may be sustained of a character that, if presented to Holding, its subsidiaries or any of their affiliates, could be taken by Holding, its subsidiaries or any of their affiliates, as applicable. Holding hereby renounces any interest, right, or expectancy in any such opportunity not offered to it by the purchaseGGC Group to the fullest extent permitted by law. In no event will any of the parties hereto be liable to any other party hereto for (i) any indirect, holding special, incidental or sale consequential damages, including lost profits or savings, whether or not such damages are foreseeable or (ii) in respect of Subadviser Assets. The Adviser shall exercise its best judgment any liabilities relating to any third party claims (whether based in rendering its obligations in accordance with the terms of this Agreementcontract, but otherwise (tort or otherwise), except as set forth in Section 10(c) 7 below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser Sub-Adviser has not made, and does not make, any guarantee whatsoever as to the success or profitability of the Sub-Adviser’s trading methods and strategies and the Adviser acknowledges that it has received no such guarantee from the Sub-Adviser and has not entered into this Agreement in consideration of or in reliance upon any such guarantee or similar representation from the Sub-Adviser. Neither the Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall exercise its best be liable for any error of judgment (including, without limitation, trade errors) or mistake of law or for any loss suffered by the Adviser, the Trust or the Fund (including, without limitation, by reason of the purchase, retention or sale of securities) in rendering its services in accordance connection with the terms matters to which this Agreement relates except a loss resulting from a breach of this Agreement, but otherwise, fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the absence period and the amount set forth in Section 36(b)(3) of the 0000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the part performance of the Subadviser Sub-Adviser’s duties or a from reckless disregard by it of the Sub-Adviser’s obligations and duties under this Agreement. The Adviser shall indemnify, and defend the Sub-Adviser and its duties hereundershareholders, the Subadviser, each of its affiliates and all respective partnersmembers, officers, directors directors, employees, agents, control persons or affiliates of any thereof, and employees hold them harmless from and against any and all claims, losses, damages, liabilities and reasonably incurred out-of-pocket expenses (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling PersonsLosses”), if anyas they are incurred, shall not be subject arising out of or related to any expenses this Agreement or liability to the Adviserbusiness, any other subadviser to the Fundoperation, or administration of the Trust or the Fund Fund, except to the extent such Losses are determined to have arisen directly and primarily out of, or any have been determined to be based directly and primarily upon, the Sub-Adviser’s breach of the Fund’s shareholdersfiduciary duty, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on in the part performance of the Adviser Sub-Adviser’s duties or a from reckless disregard by it of its obligations and duties hereunderunder this Agreement. The Sub-Adviser shall indemnify, and defend the AdviserAdviser and its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any of its Affiliates thereof, and each of the Adviser’s Controlling Personshold them harmless from and against any and all Losses, if anyas they are incurred, shall not be subject that have been determined to any liability to the Subadviser, for any act or omission in the case have arisen directly and primarily out of, or connected withhave been determined to be based directly and primarily upon the Sub-Adviser’s breach of fiduciary duty, willful misfeasance, bad faith or gross negligence in the performance of the Sub-Adviser’s duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also a director, officer, employee, shareholder, member or agent of the Sub-Adviser, who may be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services hereunder to the Trust or acting on any business of the Trust (other than services or business in connection with the Sub-Adviser's duties hereunder), to be rendering such services to or acting solely for any losses that may be sustained in the purchaseTrust and not as a director, holding officer, employee, shareholder, member or sale agent of Subadviser Assets. Notwithstanding the foregoingSub-Adviser, nothing herein shall relieve or one under the Adviser and Sub-Adviser's control or direction, even though paid by the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEASub-Adviser.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund Funds or any of the Fund’s Funds’ shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser Sub-adviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser Sub-adviser or a reckless disregard of its duties hereunder, the SubadviserSub-adviser, each the of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each the person, if any, who within the meaning of the Securities Act controls the Subadviser Sub-adviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the a Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Sub-adviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each the of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the SubadviserSub-adviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Sub-adviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser Sub-adviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in . In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, ) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates. , including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except Except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing; provided, however, that nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Company, the Fund, its best shareholders and/or any other person for the acts, omissions, errors of judgment in rendering and/or mistakes of law of any other fiduciary and/or person with respect to the Fund. Neither the Sub-Adviser nor its services in accordance with the terms officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (whether or not deemed a breach of this Agreement) and/or for any loss suffered by the Company, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or its shareholders and/or any of the Fund’s shareholders, other person in connection with the matters to which this Agreement relates, including without limitation for any losses ; provided that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms no provision of this AgreementAgreement shall be deemed to protect the Sub-Adviser against any liability to the Company, but the Fund and/or its shareholders to which it might otherwise (except as set forth in Section 10(c) below), in the absence be subject by reason of any willful misfeasance, bad faith or gross negligence on in the part performance of its duties or the Adviser or a reckless disregard of its obligations and duties hereunderunder this Agreement. The Company, on behalf of the Fund, hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the Adviser"Indemnified Parties") against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Company or Fund, to which any such Indemnified Party may become subject under the Securities Act of its Affiliates and each 1933, as amended (the "1933 Act"), the 1934 Act, the Investment Advisers Act of 1940, as amended (the Adviser’s Controlling Persons"Advisers Act") or other federal or state statutory law or regulation, if anyat common law or otherwise. It is understood, however, that nothing in this paragraph 11 shall not be subject to protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the SubadviserCompany, for any act the Fund or omission its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties, or connected with, rendering services hereunder or for by reason of any losses that may be sustained in the purchase, holding or sale reckless disregard of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser its obligations and the Subadviser from any of their obligations duties under applicable law, including, without limitation, the federal and state securities laws and the CEAthis Agreement.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“"Controlling Persons”"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund Funds or any of the Fund’s Funds' shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser shall exercise its best judgment in rendering render its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering render its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA. In addition, the Subadviser does not guarantee the future performance of the Subadviser Assets or any specific level of performance, the success of any investment decision or strategy that the Subadviser may use, or the success of the Subadviser’s overall management of the Subadviser Assets. The Adviser understands and acknowledges that investment decisions made for the Subadviser Assets are subject to various market, currency, economic and business risks, and that those investment decisions will not always be profitable or even successful.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective members, partners, officers, directors and employees (“"Affiliates”") and each person, if any, who within the meaning of the Securities Act of 1933 controls the Subadviser (“"Controlling Persons”"), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the relevant Fund or any of the Fund’s 's shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEAlaws.

Liability. (i) The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective members, managers, partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunderFurther, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, Subadviser shall not be subject to any expenses or liability to the SubadviserAdviser, the Trust or the Fund or any of the Fund’s shareholders: (a) for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale acts of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser which result from any acts of their obligations under applicable lawthe Adviser, including, without limitationbut not limited to, a failure of the federal Adviser to provide accurate and state securities laws and current information with respect to any records maintained by the CEAAdviser, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request, (b) resulting from actions taken pursuant to directions or instructions delivered to the Subadviser in writing by the Adviser or the Trust (which shall be deemed to be the actions of the Adviser and/or the Trust for all purposes hereunder), (c) resulting from Subadviser’s failure to follow any unlawful direction of the Adviser, or (d) resulting from force majeure or other events beyond the control of the Subadviser or other causes commonly known as “acts of god.” The Subadviser shall not be responsible for the performance by any person not affiliated with, a delegee of or retained by the Subadviser of such person’s commercial obligations in executing, completing or satisfying such person’s obligations.

Liability. The Subadviser shall exercise its best judgment in rendering its services in accordance with the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation Feb 2021 for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEA.

Liability. The Subadviser Sub-Adviser has made and makes no guarantee whatsoever as to the success or profitability of the Sub-Adviser’s trading methods and strategies and the Adviser acknowledges that it has received no such guarantee from the Sub-Adviser and has not entered into this Agreement in consideration of or in reliance upon any such guarantee or similar representation from the Sub-Adviser. Neither the Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall exercise its best be liable for any error of judgment (including, without limitation, trade errors) or mistake of law or for any Loss (as defined below) suffered by the Fund (including, without limitation, by reason of the purchase, retention or sale of securities) in rendering its services in accordance connection with the terms matters to which this Agreement relates except a Loss resulting from a breach of this Agreement, but otherwise, fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the absence period and the amount set forth in Section 36(b)(3) of the 1000 Xxx) or a Loss resulting from willful misfeasance, bad faith or gross negligence on its part in the part of the Subadviser or a reckless disregard performance of its duties hereunder, the Subadviser, each or from reckless disregard by it of its affiliates obligations and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which duties under this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser AssetsAgreement. The Adviser shall exercise indemnify, and defend the Sub-Adviser and its best judgment shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, and hold them harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees and accountants’ fees and disbursements) (collectively, “Losses”), as they are incurred, by reason of any act or omission of the Adviser or the Funds in rendering its obligations in accordance connection with the terms of this Agreement, but otherwise (except as set forth in Section 10(c) below)to the extent such Losses arise primarily out of or are based primarily upon the Sub-Adviser’s breach of fiduciary duty, in the absence of willful misfeasance, bad faith or gross negligence on in the part of the Adviser or a reckless disregard performance of its duties hereunder, the Adviser, any or from reckless disregard by it of its Affiliates obligations and each duties under this Agreement. The Sub-Adviser shall indemnify, and defend the Adviser and its shareholders, members, officers, directors, employees, agents, control persons or affiliates of the Adviser’s Controlling Personsany thereof, if anyand hold them harmless from and against any and all Losses, shall not be subject to any liability to the Subadviseras they are incurred, for by reason of any act or omission of the Sub-Adviser in connection with this Agreement, except to the extent such Losses arise primarily out of om are based primarily upon the Adviser’s breach of fiduciary duty, willful misfeasance, bad faith or gross negligence in the case ofperformance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. l00089983v4 Any person, even though also a director, officer, employee, shareholder, member or agent of the Sub-Adviser, who may be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the Sub-Adviser’s duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder, member or agent of the Sub-Adviser, or connected withone under the Sub- Adviser’s control or direction, rendering services hereunder or for any losses that may be sustained in even though paid by the purchase, holding or sale of Subadviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser from any of their obligations under applicable law, including, without limitation, the federal and state securities laws and the CEASub-Adviser.

Liability. The Subadviser shall exercise 10.1 No Liability of SCPPA or Agent (within its best judgment in rendering its services in accordance with the terms of this Agreementcapacity as Agent); or Their Directors. Officers, but otherwiseEmployees, in the absence of willful misfeasanceEtc.; SCPPA’s and Agent’s Directors. Officers. Employees Not Individually Liable, bad faith Both Parties agree that neither Party, nor any oftheir past, present or gross negligence on the part of the Subadviser or a reckless disregard of its duties hereunder, the Subadviser, each of its affiliates and all respective partnersfuture directors, officers, directors and board members, agents, attorneys, advisors, employees or employees of the governmental entity of which the Agent is a part (collectively, the “AffiliatesReleased Parties”) and each person, if any, who within the meaning shall be liable to any other of the Securities Act controls the Subadviser Released Parties for any and all claims, demands, liabilities, obligations, losses, damages (“Controlling Persons”whether direct, indirect or consequential), if anypenalties, shall not be subject actions, loss of profits, judgments, orders, suits, costs, expenses (including attorneys’ fee and expenses) or disbursements of any kind or nature whatsoever in law, equity or otherwise (including, without limitation, death, bodily injury or personal injury to any expenses person or liability damage or destruction to any property of any of the Adviser, Released Parties) suffered by any other subadviser to Released Party as a result of the Fund, action or inaction or performance or non­ performance by the Trust or the Fund Power Purchase Provider or any of the Fund’s shareholdersReleased Parties under this Agency Agreement or any Project Agreement (excluding gross negligence or willful misconduct which unless otherwise agreed to by the Parties, are both to be determined and established by a court of competent jurisdiction in connection with a final, non- appealable order). Each Party shall release each ofthe other Released Parties from any claim or liability that such Party may have cause to assert as a result of any action or inaction or performance or non-performance by the matters to which Released Parties under this Agreement relates, including without limitation for or any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise Project Agreement (except as set forth in Section 10(c) below), in the absence of willful misfeasance, bad faith or excluding gross negligence on or willful misconduct which unless otherwise agreed to by the part Parties, are both to be determined and established by a court of the Adviser or competent jurisdiction in a reckless disregard of its duties hereunderfinal, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assetsnon- appealable order). Notwithstanding the foregoing, nothing herein no such action or inaction or performance or non-performance of any of the Released Parties shall relieve either ' Party from its respective obligations under this Agreement, including either Party’s obligation to make payments required under this Agreement, the Adviser and Power Purchase Agreement or any other Project Agreement. The provisions of this Section 10.1 shall not be construed so as to relieve the Subadviser Agent or the Power Purchase Provider from any obligation (or liability in the case of their obligations the Power Purchase Provider) under applicable law, including, without limitationthis Agreement, the federal Power Purchase Agreement or any other applicable Project Agreement. The Parties also hereby recognize and state securities laws and agree that neither Party’s past, present or future directors, officers, board members, agents, attorneys, advisors, employees or employees of the CEAgovernmental entity of which the Agent is a part shall be individually liable in respect of any undertakings by any of the Released Parties under this Agreement or any Project Agreement. Notwithstanding any provision of this Agency Agreement which might arguably be construed to the contrary, nothing in this Section 10 shall affect LADWP’s obligation, as a SCPPA Participating Member, to make any payment or pay any cost required of it under the Power Sales Agreement.