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 (a) Except as may otherwise be required by the terms provisions of this AgreementAgreement (including under Section 14), but otherwisethe 1940 Act or the rules thereunder or other applicable law, 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. (b) Except as may otherwise be required by the Subadviser from any provisions of their obligations this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, includingthe Subadviser agrees that the Trust and the Investment Adviser, without limitationany 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 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 Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal and 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 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 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 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 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 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. (a) The Subadviser shall exercise Exhibitor exhibits entirely at its best judgment own risk and the Organisers accept no liability, whether in rendering its services contract or 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 tort (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”including negligence), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust Exhibitor arising out of or the Fund or any of the Fund’s shareholders, in connection with the matters Exhibition or the acts or omissions of the Organisers or its officers, servants, subcontractors, agents or visitors in relation thereto save as regards the contractual obligations of the Organisers hereunder. In particular (but without limitation) the Organisers do not accept responsibility for the performance by any Exhibition contractor in carrying out his obligations to which this Agreement relates, including without limitation the Exhibitor or for any losses that may be sustained other act or omission of any such contractor, whether or not the contractor has been appointed as the exclusive provider of any class of goods or services to the Exhibitor. (b) All conditions and warranties, express or implied, statutory or otherwise, in relation to the performance by the Organisers of its obligations hereunder are hereby excluded except as expressly stated herein. The Exhibitor acknowledges that, in entering into the Contract, it has not relied upon any representation made by or on behalf of the Organisers not contained in the purchaseContract. (c) The liability of the Organisers, holding whether in contract or sale in tort (including negligence), and any liability the Organisers may have for the acts or omissions of Subadviser Assetsits officers and servants in relation to such contractual obligations, arising out of or in connection with the performance of its contractual obligations hereunder shall not exceed one half of the Licence Fee actually paid by the Exhibitor to the Organisers under the Contract. The Adviser Organisers shall exercise its best judgment in rendering its obligations in accordance with the terms no event be liable for any indirect or consequential loss of this Agreement, but otherwise profit. (except as set forth in Section 10(cd) 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 The Organisers have no liability to the SubadviserExhibitor for the performance by other persons at the Exhibition of their obligations to the Organisers. (e) The Exhibitor shall hold harmless and indemnify the Organisers from and against all actions, for proceedings, losses, claims, demands and liabilities (including costs on an indemnity basis) suffered or incurred by the Organisers arising out of or in connection with any act or omission in of the case ofExhibitor or its officers, servants, contractors, agents or connected with, rendering services hereunder visitors. (f) The provisions of this clause shall not apply to exclude or restrict the liability of the Organisers for any losses that may be sustained in death or personal injury resulting from negligence 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 CEAOrganisers.

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 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 shall exercise its best judgment in rendering its services in accordance with (a) Except as may otherwise be provided by the terms Investment Company Act of this Agreement1940 or federal securities laws, 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, neither Sub-Investment Manager nor any of its Affiliates and each of the Adviser’s Controlling Personsofficers, if anydirectors, or employees shall not be subject to any liability to Investment Manager, the SubadviserFund, or any shareholder of the Fund for any error of judgment or any loss arising out of any investment or other act or omission in the case course of, or connected with, rendering services hereunder or arising out of any service to be rendered under this Agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement. Investment Manager and the Fund shall hold harmless and indemnify Sub-Investment Manager for any losses loss, liability, cost, damage, or expense (including reasonable attorneys fees and costs) arising from any claim or demand by any past or present shareholder of the Fund, in their capacity as shareholder, that may is not based upon or does not arise from the investment advice and/or other services provided by Sub-Investment Manager pursuant to this Agreement. Investment Manager acknowledges and agrees that Sub-Investment Manager makes no representation or warranty, express or implied, that any level of performance or investment results will be sustained achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of Sub-Investment Manager, whether public or private. (b) Notwithstanding anything to the contrary in sub-Paragraph (a) just above, Sub-Investment Manager agrees to indemnify the purchaseFund, holding or sale of Subadviser Assets. Notwithstanding Investment Manager, the foregoing, nothing herein shall relieve the Adviser Separate Account and the Subadviser from Lincoln National Life Insurance Company (the "Lincoln Entities") for, and hold them harmless against, any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sub-Investment Manager) or litigation (including legal and other expenses) to which the Lincoln Entities, or any of their obligations them, may become subject under applicable lawany statute, at common law or otherwise, insofar as those losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of any failure by the Sub-Investment Manager, whether unintentional or in good faith or otherwise, to adequately diversify the investment program of the Fund, pursuant to the requirements of Section 817(h) of the Code, and the regulations issued thereunder (including, without but not by way of limitation, Reg. Sec. 1.817-5, March 2, 1989, 54 F.R. 8730), relating to the federal diversification requirements for variable annuity, endowment, and state securities laws and the CEAlife insurance 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 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 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 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 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 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 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. 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 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 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 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 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 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 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 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 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 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 . 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 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 lawthis Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder unless a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was liable by reason of disabling conduct. (b) Expenses, includingincluding reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, without limitationin compromise or as fines or penalties), shall be paid from time to time by the federal and state securities laws and Adviser in advance of the CEAfinal disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to the Adviser if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement.

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 (a) In the absence of willful misfeasance, bad faith faith, gross negligence, or gross negligence reckless disregard of obligations or duties hereunder on the part of the Subadviser or a reckless disregard of its duties hereunderAdviser, 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, Adviser shall not be subject to any expenses or liability to the Adviser, Fund or to any other subadviser to the Fund, the Trust or shareholder of 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, course of or connected with, in connection with rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. any security by the Fund. (b) Notwithstanding the foregoing, nothing herein shall relieve the Adviser agrees to reimburse the Fund for any and all costs, expenses, and counsel and Trustees fees reasonably incurred by the Subadviser from Fund in connection with ( i ) p reparation, printing and distribution of proxy statements, (ii) amendments to its Registration Statement, (iii) the holding of meetings of shareholders or Trustees, (iv) the conduct of factual investigations, (v) any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the Fund incurs as a result of action or inaction on the part of the Adviser or any of its shareholders where the action or inaction necessitating such expenditures is (A) directly or indirectly related to any transactions or proposed transaction in the shares or control of the Adviser or its affiliates (or litigation related to any transactions or proposed transaction involving such shares or control) which shall have been undertaken without the prior express approval of the Trustees, or (B) within the sole control of the Adviser or any of its affiliates or any of their obligations under applicable lawrespective officers, includingdirectors, without limitationemployees or shareholders. The Adviser shall not be obligated pursuant to the provisions of this Subparagraph 10(b) to reimburse the Fund for any expenditures related to the institution of an administrative proceeding or related to civil litigation by the Fund or by a shareholder of the Trust seeking to recover all or a portion of the proceeds derived by any shareholder of the Adviser or any of its affiliates from the sale of shares of the Adviser or similar matters. So long as this Agreement remains in effect, the federal Adviser shall pay to the Fund the amount due for expenses subject to this Subparagraph 10(b) within thirty (30) days after a xxxx or statement has been received by the Fund therefor. This provision shall not be deemed to be a waiver of any claim which the Fund may have or may assert against the Adviser or others for costs, expenses, or damages heretofore incurred by the Trust or for costs, expenses, or damages the fund may hereafter incur which are not reimbursable to it hereunder. (c) No provision of this Agreement shall be construed to protect any Trustee of the Trust or officer of the Fund, or any director or officer of the Adviser, from liability in violation of Sections 17(h) and state securities laws and (i) of the CEA1940 Act. (d) The Adviser understands that the obligations of this Agreement are not personally binding upon any shareholder of the Fund, but bind only the Trust s property. The Adviser represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming shareholder liability for acts or obligations of the Trust.

Liability. The Subadviser (a) Except as may otherwise be provided by the 1940 Act, or other federal securities laws, neither JCC nor any of its affiliates, officers, directors, officers, shareholders, employees, or agents shall exercise be liable for any loss, liability, cost, damage, or expense (including reasonable attorneys' fees and costs) (collectively referred to in this Agreement as "Losses"), including without limitation, Losses in connection with pricing information or other information provided by JCC, except for Losses directly resulting from JCC's gross negligence, bad faith, or willful misconduct. Investment Manager and the Fund shall, jointly and severally, hold harmless and indemnify JCC, its best judgment in rendering affiliates, directors, officers, shareholders, employees or agents for any Loss not resulting from JCC's negligence or its services in accordance with breach of the terms of this Agreement, but otherwise, . The obligations contained in the absence this Section 10 shall survive termination 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 this Agreement. (“Affiliates”b) 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 Reference is hereby made to the AdviserDeclaration of Trust dated February 18, any other subadviser to 1986, establishing the Fund, a copy of which has been filed with the Trust Secretary of the Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter so filed with the Secretary of the Commonwealth of Massachusetts and elsewhere as required by law. The name Phoenix Edge Series Fund refers to the Trustees under said Declaration of Fund, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund or shall be held to any of the Fund’s shareholders, personal liability 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 affairs of the Adviser or a reckless disregard Fund; only the Fund estate under said Declaration of its duties hereunderTrust is liable. Without limiting the generality of the foregoing, the Adviser, neither FIC nor any of its Affiliates and each officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Adviser’s Controlling PersonsFund or of any successor of the Fund, if any, shall not be subject to any whether such liability to now exists or is hereafter incurred for claims against 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 CEAtrust estate.

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-11 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 Xxx 0000; 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-11.2, 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-11.4 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-11.2 and Clause CO-11.5, 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 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 In addition to, and not in limitation of (but without duplication) their obligations under this Agreement and any other obligations imposed by law or agreement, the Company Entities shall exercise its best judgment in rendering its services in accordance with bear any and all expenses, liabilities, losses, damages, claims, obligations, actions, suits and costs directly or indirectly resulting from their existence, legal and contractual commitments and the terms of this Agreement, but otherwise, in the absence of willful misfeasance, bad faith or gross negligence on the part operation of the Subadviser or a reckless disregard of its duties hereunderCable Systems, and the SubadviserManager (and CCHC, each of its affiliates CCO Holdings and all CII), and their respective partnersshareholders, members, officers, directors and employees (“Affiliates”) and each personshall not, if anyunder any circumstances, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”)be held liable therefor, 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 action taken or omitted to be taken by any of the Fund’s shareholders, them in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in or 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 and functions contemplated by this Agreement, but otherwise Agreement (except as to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such person’s own gross negligence or willful misconduct in connection with its duties expressly set forth in Section 10(c) belowherein), provided, that all amounts payable in this Section 5 shall be allocated amongst such entities in good faith by the absence of willful misfeasanceManager. Neither the Manager (and CCHC, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, CCO Holdings and CII) nor any of its Affiliates their respective shareholders, members, officers, directors and each of the Adviser’s Controlling Persons, if any, employees shall not be subject held to have incurred any liability to the SubadviserCompany Entities, for the Cable Systems or any act third party by virtue of any action taken or omission omitted to be taken (except to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such person’s own gross negligence or willful misconduct in connection with its duties expressly set forth herein) in good faith by such person in discharge of such person’s duties hereunder, and the case ofCompany Entities agree to indemnify the Manager (and CCHC, or connected withCCO Holdings and CII), rendering services hereunder or for and their respective shareholders, members, officers, directors and employees and hold the Manager (and CCHC, CCO Holdings and CII), and their respective shareholders, members, officers, directors and employees, harmless with respect to any losses and all actions, suits and claims that may be sustained made against any of them in the purchase, holding or sale respect 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 limitationbut not limited to, reasonable attorneys’ fees. This Section 5 shall survive the federal and state securities laws and the CEAtermination of this Agreement.

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 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 Agent shall exercise not be liable for any action taken or not taken by it with the consent or at the request of the Majority Funds (or such other number or percentage of the Funds as shall be necessary under the circumstances as provided in Section 10.04) or in the absence of its best judgment own gross negligence or willful misconduct as determined by a court of competent jurisdiction in rendering its services a final and non-appealable decision. The Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Agent by an Obligor or a Fund, and the Agent shall not be responsible for or have any duty to ascertain or inquire into: (a) any statement, warranty or representation made in or in connection with any Fund Document, including without limitation any ERISA matters, issues or obligations that may arise out of the Transactions; (b) the contents of any certificate, report or other document delivered hereunder or in connection herewith; (c) the accuracy or calculation of any amounts of any of the Deferred Pension Payments or Deferred Interest; (d) the performance or observance by the Obligors of any of the covenants hereunder; (e) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Fund Document, the Senior Credit Facility or the ABL Credit Facility; (f) the validity, enforceability, effectiveness or genuineness of any Fund Document or any other agreement, instrument or document; (g) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral; or (h) the satisfaction of any condition set forth in Article V or elsewhere in any Fund Document, other than to confirm receipt of items expressly required to be delivered to the Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Agent may consult with legal counsel (who may be counsel for any Obligor), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the terms advice of this Agreementany such counsel, but otherwise, in accountants or experts. The Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the absence of willful misfeasance, bad faith or gross negligence on the part Agent. The Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the Subadviser or a reckless disregard of its duties hereunder, preceding paragraphs shall apply to any such sub-agent and to the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning Related Parties of the Securities Act controls the Subadviser (“Controlling Persons”), if any, shall not be subject to Agent and 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 CEAsuch sub-agent.

Liability. The Subadviser Nothing in this Clause CO-11 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 Xxx 0000; 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-11.2, 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 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-11.4 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-11.2 and Clause CO-11.5, 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 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 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 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 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 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 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 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 its best judgment in rendering its services in accordance with be liable to 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 hereunderCompany, the SubadviserFund, 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, shareholders and/or any other subadviser person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or person with respect to the Fund. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law and/or for any loss suffered by the Company, the Trust or the Fund or Fund, 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 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, any of its Affiliates directors, officers and employees and agents and each of the Adviser’s Controlling Personsperson, if any, who controls the Sub-Adviser (collectively, the "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 1933, as amended (the "1933 Act"), the 1934 Act, the Investment Advisers Act of 1940, as amended (the "Advisers Act") or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any act, omission, error and/or mistake of any other fiduciary and/or any other person; or (2) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in (a) the Registration Statement, the prospectus or any other filing, (b) any advertisement or sales literature authorized by the Company for use in the offer and sale of shares of the Fund, or (c) any application or other document filed in connection with the qualification of the Company or shares of the Fund under the Blue Sky or securities laws of any jurisdiction, except insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission (i) in a document prepared by the Sub-Adviser, or (ii) made in reliance upon and in conformity with information furnished to the Company by or on behalf of the Sub-Adviser pertaining to or originating with the Sub-Adviser for use in connection with any document referred to in clauses (a), (b) or (c). It is understood, however, that nothing in this paragraph X 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 Fund and/or its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or omission 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 faith, gross negligence, or gross negligence reckless disregard of obligations or duties hereunder on the part of the Subadviser or a reckless disregard of its duties hereunderAdviser, 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, Adviser shall not be subject to any expenses or liability to the Adviser, Fund or to any other subadviser to the Fund, the Trust or shareholder of 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, course of or connected with, in connection with rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. any security by the Fund. (b) Notwithstanding the foregoing, nothing herein shall relieve the Adviser agrees to reimburse the Fund for any and all costs, expenses, and counsel and Trustees' fees reasonably incurred by the Subadviser from Fund in connection with (i) preparation, printing and distribution of proxy statements, (ii) amendments to its Registration Statement, (iii) the holding of meetings of shareholders or Trustees, (iv) the conduct of factual investigations, (v) any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the Fund incurs as a result of action or inaction on the part of the Adviser or any of its shareholders where the action or inaction necessitating such expenditures is (A) directly or indirectly related to any transactions or proposed transaction in the shares or control of the Adviser or its affiliates (or litigation related to any transactions or proposed transaction involving such shares or control) which shall have been undertaken without the prior express approval of the Trustees, or (B) within the sole control of the Adviser or any of its affiliates or any of their obligations under applicable lawrespective officers, includingdirectors, without limitationemployees or shareholders. The Adviser shall not be obligated pursuant to the provisions of this Subparagraph 10(b) to reimburse the Fund for any expenditures related to the institution of an administrative proceeding or related to civil litigation by the Fund or by a shareholder of the Trust seeking to recover all or a portion of the proceeds derived by any shareholder of the Adviser or any of its affiliates from the sale of shares of the Adviser or similar matters. So long as this Agreement remains in effect, the federal Adviser shall pay to the Fund the amount due for expenses subject to this Subparagraph 10(b) within thirty (30) days after a xxxx or statement has been received by the Fund therefor. This provision shall not be deemed to be a waiver of any claim which the Fund may have or may assert against the Adviser or others for costs, expenses, or damages heretofore incurred by the Trust or for costs, expenses, or damages the fund may hereafter incur which are not reimbursable to it hereunder. (c) No provision of this Agreement shall be construed to protect any Trustee of the Trust or officer of the Fund, or any director or officer of the Adviser, from liability in violation of Sections 17(h) and state securities laws and (i) of the CEA1940 Act. (d) The Adviser understands that the obligations of this Agreement are not personally binding upon any shareholder of the Fund, but bind only the Trust's property. The Adviser represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming shareholder liability for acts or obligations of the Trust.

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-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise be liable to the Company, the Funds, their shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or person with respect to the Funds. Neither the Sub-Adviser nor its best officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment in rendering its services in accordance with the terms 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 hereunderCompany, the SubadviserFunds, 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, their shareholders and/or any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, 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 Funds and/or their 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 Funds, 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 Funds, 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 Funds or omission their 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 Nothing in this Clause CO-11. 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-11.2, 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 paragraph 8.1 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 paragraph 8.2 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-11.4 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-11.2 and Clause CO-11.5, 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 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 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 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-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 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 (a) Neither Subadviser nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise its best judgment in rendering its services in accordance with be liable to 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 hereunderTrust, the SubadviserFund, 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, shareholders and/or any other subadviser person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or person with respect to the Fund. (b) Neither the Subadviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law and/or for any loss suffered by the Trust, the Trust or the Fund or Fund, 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 Subadviser against any liability to the Trust, but the Fund and/or its shareholders 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 Subadvisory Agreement. (c) The Trust on behalf of the Fund, hereby agrees to indemnify and hold harmless the AdviserSubadviser, any of its Affiliates directors, officers and employees and agents and each of the Adviser’s Controlling Personsperson, if any, who controls the Subadviser (collectively, the "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 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, the Investment Advisers Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any act, omission, error and/or mistake of any other fiduciary and/or any other person; or (2) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in (a) the Registration Statement, the prospectus or any other filing, (b) any advertisement or sales literature authorized by the Trust for use in the offer and sale of shares of the Fund, or (c) any application or other document filed in connection with the qualification of the Trust or shares of the Fund under the Blue Sky or securities laws of any jurisdiction, except insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission (i) in a document prepared by the Subadviser, or (ii) made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Subadviser pertaining to or originating with the Subadviser for use in connection with any document referred to in clauses (a), (b) or (c). (d) 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, Fund and/or its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of any reckless disregard of its obligations and duties under this Agreement or any breach of this Agreement. (e) Notwithstanding any other provision of this Agreement, the Subadviser shall not be liable for any act loss to the Fund 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 caused directly or indirectly by circumstances beyond the Subadviser from any of their obligations under applicable law, Subadviser's reasonable control including, without limitationbut not limited to, the federal and state securities laws and the CEAgovernment restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, earthquakes, floods or other catastrophes, acts of God, wars or failures of communication or power supply.

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 lawthis Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder unless a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was liable by reason of disabling conduct. (b) Expenses, includingincluding reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, without limitationin compromise or as fines or penalties), shall be paid from time to time by the Adviser in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to the Adviser if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the federal and state securities laws and term “interested person” shall have the CEAsame meaning set forth in the 1940 Act.

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 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 Fund 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 shall exercise its best judgment in rendering its services in accordance with (a) Except as may otherwise be provided by the terms Investment Company Act of this Agreement1940 or federal securities laws, 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, neither Sub-Investment Manager nor any of its Affiliates and each of the Adviser’s Controlling Personsofficers, if anydirectors, or employees shall not be subject to any liability to Investment Manager, the SubadviserFund, or any shareholder of the Fund for any error of judgment or any loss arising out of any investment or other act or omission in the case course of, or connected with, rendering services hereunder or arising out of any service to be rendered under this Agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this Agreement. Investment Manager and the Fund shall hold harmless and indemnify Sub-Investment Manager for any losses loss, liability, cost, damage, or expense (including reasonable attorneys fees and costs) arising from any claim or demand by any past or present shareholder of the Fund, in their capacity as shareholder, the is not based upon or does not arise from the investment advice and/or other services provided by Sub- Investment Manager pursuant to this Agreement. Investment Manager acknowledges and agrees that may Sub-Investment Manager makes no representation or warranty, express or implied, that any level of performance or investment results will be sustained achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of Sub-Investment Manager, whether public or private. (b) Notwithstanding anything to the contrary in sub-Paragraph (a) just above, Sub-Investment Manager agrees to indemnify the purchaseFund, holding or sale of Subadviser Assets. Notwithstanding Investment Manager, the foregoing, nothing herein shall relieve the Adviser Separate Account and the Subadviser from Lincoln National Life Insurance Company (the "Lincoln Entities") for, and hold them harmless against, any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sub-Investment Manager) or litigation (including legal and other expenses) to which the Lincoln Entities, or any of their obligations them, may become subject under applicable lawany statute, at common law or otherwise, insofar as those losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of any failure by the Sub-Investment Manager, whether unintentional or in good faith or otherwise, to adequately diversify the investment program of the Fund, pursuant to the requirements of Section 816(h) of the Code, and the regulations issued thereunder (including, without but not by way of limitation, Reg. Sec. 1.817-5, March 2, 1989, 54 F.R. 8730), relating to the federal diversification requirements for variable annuity, endowment, and state securities laws and the CEAlife insurance contracts.

Liability. (a) Neither the Adviser, nor any officer, manager, member or employee of the Adviser, shall be liable to the Partnership, the General Partner or the limited partners of the Partnership (the “Limited Partners”), or any of their respective heirs, successors or assigns under this Agreement, for, among other things, any error in judgment or any loss sustained by any of them, except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment (or if no final judgment shall be entered, following an opinion of counsel rendered to the Partnership and the General Partner by independent legal counsel retained by them and agreed to by the Adviser) to have been the result of the gross negligence, willful misconduct, bad faith, or reckless disregard of the Adviser in the performance of its obligations to the Partnership under this Agreement. The Adviser shall not be liable to the Partnership, the General Partner or any of the Limited Partners for the acts of any agent of the Partnership or the General Partner or any Subadviser shall exercise selected by the Adviser, provided that such agent or Subadviser was selected, engaged or retained by the Adviser with reasonable care. The Adviser may consult with counsel and accountants in respect of its best judgment obligations under this Agreement and be fully protected and justified in rendering its services any action or inaction which is taken in accordance with the terms advice or opinion of this Agreementsuch counsel or accountants. Except as otherwise expressly provided herein, the Adviser shall not incur any liability on behalf of the Partnership, General Partner or any of the Limited Partners, for trading profits or losses resulting therefrom, or any expenses related thereto. (b) Neither the Adviser, nor any officer, manager, member or employee of the Adviser, shall have any liability to the Partnership, the General Partner or any Limited Partner, or any of their respective heirs, successors or assigns, for any delay or failure to perform its obligations hereunder if such delay or failure to perform is a result of causes beyond its reasonable control and without its negligence, including, but not limited to, acts of God (including flood, earthquake, storm or other natural disaster), riot, acts of war (whether declared or otherwise), in terrorist activities, civil unrest, government restriction, strikes or electric, electronic or communications failure. (c) Neither the absence Adviser, nor any officer, manager, member or employee of the Adviser, shall be liable to the Partnership, the General Partner or any of the Limited Partners, or any of their respective heirs, successors or assigns, for any taxes assessed upon or payable by any of them wheresoever the same may be assessed or imposed, and whether directly or indirectly, except for such taxation as shall be attributable to the gross negligence, willful misfeasancemisconduct, bad faith or gross negligence on reckless disregard in the part performance by the Adviser of its obligations to the Partnership under this Agreement. (d) Notwithstanding any of the Subadviser or a reckless disregard of its duties hereunderforegoing to the contrary, the Subadviser, each 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, this Section 4 shall not be subject construed so as to any expenses relieve (or liability attempt 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(crelieve) 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 Subadviserextent (but only to the extent) that such liability may not be waived, for any act modified 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 limited under applicable law, including, without limitation, but shall be construed so as to effectuate the federal and state securities laws and provisions of this Section 4 to the CEAfullest extent permitted by law.

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 Adviser, if any, shall not be subject to any expenses or liability to the Adviser, 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 AssetsFunds 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 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 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 Assetsthe Fund's 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 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 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 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 25.1 Neither Party excludes or limits its best judgment in rendering liability for:- 25.1.1 death or personal injury caused by its services in accordance with the terms negligence, or that of its employees; and 25.1.2 fraud or fraudulent misrepresentation by it or its Staff. 25.2 Notwithstanding any other provision of this Agreement, but otherwiseneither the Provider nor any other member of the Provider Group (nor any of its or their respective Relevant Persons) shall be liable to the Authority for any claim, loss, damage, liability, cost and/or expense ("Losses") suffered by the Authority or any such other person arising out of or related to the Provider's obligations under this Agreement or Services ("Authority Losses") except for Authority Losses that arise out of any action or failure to act by the Provider that is found in the absence a final determination of willful misfeasancejudicial proceedings to constitute either (i) fraud, bad faith wilful default or gross negligence on the part of the Subadviser Provider; or (ii) a reckless disregard of its duties hereunder, Material Default. 25.3 The Authority agrees to indemnify and hold harmless the SubadviserProvider, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each person, if any, who within the meaning member of the Securities Act controls Provider's Group and their Relevant Persons (each an "Indemnified Person" and cumulatively, "Indemnified Persons") against any Losses as incurred (including, without limitation, all reasonable fees and disbursements of legal advisors) arising out of any actual or proposed or completed Services or the Subadviser (“Controlling Persons”)Provider's engagement hereunder; provided, if anyhowever, there shall not be subject to excluded from such indemnification any expenses or liability such Losses to the Adviserextent that they arise out of any action or failure to act by the Provider that is found in a final determination of judicial proceedings to constitute either (i) fraud, any other subadviser to the Fundwilful default, 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 Provider or (ii) a reckless disregard Material Default. 25.4 For the purposes of this Clause 25, "Provider's Group" shall mean the Provider and its duties hereunderaffiliates and subsidiary undertakings from time to time; "Relevant Persons" shall mean, in relation to a member of the Provider's Group, the Adviserdirectors, officers, and employees of that member and any successor or assign of its Affiliates such persons and "parent undertaking" and "subsidiary undertaking" shall each be construed in accordance with section 1162 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 CEACompanies Xxx 0000.

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 '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 shall exercise its best judgment Certain Participating Holders have entered into an engagement agreement (the “Stockholders’ Representative Engagement Agreement”) with the Stockholders’ Representative to provide direction to the Stockholders’ Representative in rendering connection with its services under this Agreement and the Stockholders’ Representative Engagement Agreement (such Stockholders, including their individual representatives, collectively the “Advisory Group”). In dealing with this Agreement, the other Transaction Documents, the Stockholders’ Representative Engagement Agreement and any related notice, instrument, agreement or document, and in accordance exercising or failing to exercise all or any of the powers conferred upon the Stockholders’ Representative hereunder or thereunder, (i) the Stockholders’ Representative and its agents, counsel, accountants, members, managers, directors, officers, employees, contractors, members of the Advisory Group (solely to the extent of their services in such capacity and not as Participating Holders) and other representatives (collectively, the “Stockholders’ Representative Group”), shall not assume or incur any liability or responsibility whatsoever (in each case, to the extent permitted by applicable Law) to Purchaser, the Surviving Corporation, any Participating Holder or any other Person, including by reason of any error in judgment or other act or omission performed or omitted under or in connection with this Agreement, the other Transaction Documents, the Stockholders’ Representative Engagement Agreement or any such other agreement, instrument or document, except to the extent such actions constituted fraud or intentional misconduct, and (ii) the Stockholders’ Representative shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Stockholders’ Representative pursuant to such advice shall in no event subject the Stockholders’ Representative to liability to Purchaser, the Surviving Corporation, any Participating Holder or any other Person. In no event will the Stockholders’ Representative (solely in its capacity as the Stockholders’ Representative and not in its capacity as a Participating Holder, if applicable) be liable under or in connection with this Agreement to any Participating Holder for any indirect, punitive, special or consequential damages. Each Participating Holder shall severally, but not jointly, based on such Participating Holders’ Pro Rata Portion of the Closing Merger Consideration, indemnify and hold harmless the Stockholders’ Representative Group from any and all losses, liabilities and expenses (including the reasonable fees and expenses of counsel) (such losses, liabilities and expenses, collectively, the “Stockholders’ Representative Expenses”). Such Stockholders’ Representative Expenses may be recovered first, from the Stockholders’ Representative Amount, second, from any distribution of the Merger Consideration otherwise distributable to the Participating Holders at the time of distribution, and third, directly from the Participating Holders arising out of or in connection with the terms Stockholders’ Representative’s execution and performance (solely in its capacity as the Stockholders’ Representative and not in its capacity as a Participating Holder, if any) of this Agreement, but otherwisethe other Transaction Documents and the Stockholders’ Representative Engagement Agreement, in except for fraud or intentional misconduct. This indemnification will survive the absence termination of willful misfeasance, bad faith or gross negligence on this Agreement and the part of other Transaction Documents. The Participating Holders acknowledge that 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, Stockholders’ Representative shall not be subject required to expend or risk its own funds or otherwise incur any expenses or financial 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 exercise or sale performance 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 powers, rights, duties or privileges or pursuant to this Agreement or the Adviser’s Controlling PersonsTransactions. Furthermore, if any, the Stockholders’ Representative shall not be subject required to take any liability action unless the Stockholders’ Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the SubadviserStockholders’ Representative against the costs, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that expenses and liabilities which may be sustained incurred by the Stockholders’ Representative in performing such actions. The Stockholders’ Representative shall be entitled to: (i) rely upon the purchaseList of Participating Holders or any Updated List of Participating Holders, holding (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Participating Holder 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 CEAother party.

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 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 Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall exercise its best judgment in rendering its services in accordance with be liable to 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 hereunderTrust, the SubadviserFunds, each their shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or person with respect to the Funds. Neither the Sub-Adviser nor its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each persondirectors, if anyemployees, who within affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law and/or for any loss suffered by the meaning of Trust, the Securities Act controls the Subadviser (“Controlling Persons”)Funds, if any, shall not be subject to any expenses or liability to the Adviser, their shareholderss and/or any other subadviser to the Fund, the Trust or the Fund or any of the Fund’s shareholders, 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 Funds and/or their shareholders 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 Funds, hereby agrees to indemnify and hold harmless the Sub-Adviser, any of its Affiliates directors, officers and employees and agents and each of the Adviser’s Controlling Personsperson, if any, who controls the Sub-Adviser (collectively, the “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 Funds, to which any such Indemnified Party may become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, as amended, the Advisers Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any act, omission, error and/or mistake of any other fiduciary and/or any other person; or (2) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in (a) the Registration Statement, the prospectus or any other filing, (b) any advertisement or sales literature authorized by the Trust for use in the offer and sale of shares of the Funds, or (c) any application or other document filed in connection with the qualification of the Trust or shares of the Funds under the Blue Sky or securities laws of any jurisdiction, except insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission (i) in a document prepared by the Sub-Adviser, or (ii) made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Sub-Adviser pertaining to or originating with the Sub-Adviser for use in connection with any document referred to in clauses (a), (b) or (c). 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 Funds and/or their shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or omission 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-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 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 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 You shall exercise its your best judgment in rendering its the services to be provided to the Fund. The Investment Adviser agrees as an inducement to you and to others who may assist you in accordance with providing services to the terms Fund that you and such other persons shall not be liable for any error of this Agreementjudgment or mistake of law or for any * Fee information redacted pursuant to Order under Section 6(c) of the Investment Company Act, Rule 18f-2 under the Act, and certain disclosure requirements, Investment Company Act Release No. 42002, September 8, 1999 loss suffered by the Investment Adviser, the Fund or the Corporation, and the Investment Adviser agrees to indemnify and hold harmless you and such other persons against and from any claims, liabilities, actions, suits, proceedings, judgments or damages (and expenses incurred in connection therewith, including the reasonable cost of investigating or defending same, including, but otherwisenot limited to attorneys' fees) arising out of any such error of judgment or mistake of law or loss; provided, however, that the Investment Adviser's obligation with respect to such claims, liabilities, actions, suits, proceedings, judgments or damages (and expenses incurred in connection therewith, including the reasonable cost of investigating or defending same, including, but not limited to attorneys' fees) arising out of any such error of judgment or mistake of law or loss shall be limited to the amount of "assets belonging to" (as such expression is defined in the absence Corporation's charter) the Fund and further provided that nothing herein shall be deemed to protect or purport to protect you or any other such person against any liability to the Corporation, its security holders or the Investment Adviser to which you or they would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on in the part performance of the Subadviser duties hereunder, or a by reason of reckless disregard of its the 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 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 Trader shall exercise its best judgment in rendering its services in accordance be confined to those expressly set forth herein with respect to the terms Allocated Assets. The Trader 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. Under no circumstances shall the Trader be liable for any loss arising out of any act or omission taken by another CTA, or any other third party, in respect of any portion of the Fund’s assets not managed by the Trader pursuant to this Agreement. (i) The Trader hereby acknowledges, understands and agrees that (i) the Company is registered as a Segregated Portfolio Company, (ii) the Company is entering into this Agreement on behalf of SP4 in respect of the Allocated Assets, and (iii) all of the liabilities and obligations of SP4 to the Trader under this Agreement are expressly limited to the assets of SP4 comprising the Allocated Assets. Without in any way limiting the generality of the foregoing, the Subadviser, each of its affiliates and all respective partners, officers, directors and employees (“Affiliates”) and each Trader hereby waives any right to seek redress against any person, if anyentity or property (including the Company, 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 Adviser and any of the Fund’s their respective shareholders, in connection with members, partners, directors, officers, principals and affiliates) for amounts or damages due or alleged to be due to the matters Trader from SP4 arising out of or relating to which this Agreement. (ii) The Trader hereby acknowledges, understands and agrees that (i) the Onshore LLC is registered as a Delaware series limited liability company, (ii) the Onshore LLC is entering into this Agreement relateson behalf of Series 4 in respect of the Allocated Assets, including without limitation for any losses that may be sustained in and (iii) all of the purchase, holding or sale liabilities and obligations of Subadviser Series 4 to the Trader under this Agreement are expressly limited to the assets of Series 4 comprising the Allocated Assets. The Adviser shall exercise its best judgment Without in rendering its obligations in accordance with any way limiting the terms generality 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 Trader hereby waives any right to seek redress against any person, entity or property (including the Onshore LLC, the Portfolio, the Fund, the Adviser and the Subadviser from any of their obligations under applicable lawrespective shareholders, includingmembers, without limitationpartners, directors, officers, principals and affiliates) for amounts or damages due or alleged to be due to the federal and state securities laws and the CEATrader from Series 4 arising out of or relating to this Agreement.

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 Sub-Advisor shall not have any responsibilities with respect to any assets of the Trust other than the Fund. 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 Section 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 withby reason of any reckless disregard of its obligations and duties under this Agreement. The rights and obligations that are provided for in this Section 11 shall survive the cancellation, rendering services hereunder expiration or for any losses that may be sustained in the purchase, holding or sale termination 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 CEAthis Agreement.

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 AssetsAssets or resulting from trade errors. Further, the Subadviser shall not be subject to any expenses or liability to the Adviser, the Trust or the Fund or any of the Fund’s shareholders: (a) for acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser, 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). (ii) 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(c10(b)(ii) 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. . (iii) 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(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 Sellers’ Representative shall exercise its best judgment not be liable to Sellers for any act taken or omitted by him or her as permitted under this Agreement, the Escrow Agreement, the Sellers Note, the Security Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, except to the extent such act or omission constitutes gross negligence, bad faith or a knowing and intentional breach of Sellers’ Representative’s obligations under this Agreement. Sellers’ Representative shall not be responsible to any Seller in rendering its services in accordance with any manner whatsoever for any failure or inability of Buyers or any other Person to honor any of the terms provisions of this Agreement, but otherwisethe Sellers Note, the Security Agreement or any other Transaction Document. Sellers’ Representative shall, to the extent set forth in Section 11.16(d), be fully protected by Sellers in acting on and relying upon any written notice, direction, request, waiver, consent, receipt or other paper or document that Sellers’ Representative in good faith believes to be genuine (including facsimiles thereof) and to have been signed or presented by the absence proper party or parties. Sellers’ Representative shall not be liable to Sellers for any error of willful misfeasancejudgment or any act done or step taken or omitted by Sellers’ Representative in good faith or for any mistake in fact or Law, or for anything that Sellers’ Representative may do or refrain from doing in connection with this Agreement or any other Transaction Document, except for Sellers’ Representative’s own gross negligence, bad faith or gross negligence on the part knowing and intentional breach of the Subadviser his or a reckless disregard her obligations under this Agreement. Sellers’ Representative may consult with counsel of its duties hereunderhis or her own choice and shall have complete authorization and, 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 extent set forth in Section 10(c) below11.16(d), protection for any action taken or suffered by him or her in the absence of willful misfeasance, bad good 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 pursuant 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 advice 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 CEAsuch counsel.

Liability. (a) The Subadviser shall exercise Exhibitor exhibits entirely at its best judgment own risk and the Organisers accept no liability, whether in rendering its services contract or 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 tort (“Affiliates”) and each person, if any, who within the meaning of the Securities Act controls the Subadviser (“Controlling Persons”including negligence), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the Fund, the Trust Exhibitor arising out of or the Fund or any of the Fund’s shareholders, in connection with the matters Exhibition or the acts or omissions of the Organisers or its officers, servants, subcontractors, agents or visitors in relation thereto save as regards the contractual obligations of the Organisers hereunder. In particular (but without limitation) the Organisers do not accept responsibility for the performance by any Exhibition contractor in carrying out his obligations to which this Agreement relates, including without limitation the Exhibitor or for any losses that may be sustained other act or omission of any such contractor, whether or not the contractor has been appointed as the exclusive provider of any class of goods or services to the Exhibitor. (b) All conditions and warranties, express or implied, statutory or otherwise, in relation to the performance by the Organisers of its obligations hereunder are hereby excluded except as expressly stated herein. The Exhibitor acknowledges that, in entering into the Contract, it has not relied upon any representation made by or on behalf of the Organisers not contained in the purchaseContract. (c) The liability of the Organisers, holding whether in contract or sale in tort (including negligence), and any liability the Organisers may have for the acts or omissions of Subadviser Assetsits officers and servants in relation to such contractual obligations, arising out of or in connection with the performance of its contractual obligations hereunder shall not exceed one half of the Licence Fee actually paid by the Exhibitor to the Organisers under the Contract. The Adviser Organisers shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise no event be liable for any indirect or consequential loss. (except as set forth in Section 10(cd) 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 The Organisers have no liability to the SubadviserExhibitor for the performance by other persons at the Exhibition of their obligations to the Organisers. (e) The Exhibitor shall hold harmless and indemnify the Organisers from and against all actions, for proceedings, losses, claims, demands and liabilities (including costs on an indemnity basis) suffered or incurred by the Organisers arising out of or in connection with any act or omission in of the case ofExhibitor or its officers, servants, contractors, agents or connected with, rendering services hereunder visitors. (f) The provisions of this clause shall not apply to exclude or restrict the liability of the Organisers for any losses that may be sustained in death or personal injury resulting from negligence 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 CEAOrganisers.

Liability. The Subadviser FPCM 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 FPCM or a reckless disregard of its duties hereunder, the SubadviserFPCM, 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 FPCM (“Controlling Persons”), if any, shall not be subject to any expenses or liability to the Adviser, any other subadviser to the FundExceed, 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 FPCM Assets. The Adviser and Exceed shall each 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 Exceed or a reckless disregard of its duties hereunder, the AdviserAdviser and Exceed, any of its the Affiliates of the Adviser and Exceed and each of the Adviser’s Controlling Persons and Exceed’s Controlling Persons, if any, shall not be subject to any liability to the SubadviserFPCM, 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 FPCM Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser Adviser, Exceed, and the Subadviser FPCM 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. In no event shall any party be liable in any circumstances for any indirect, incidental, consequential, exemplary, special or punitive damages.

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 Advisor 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, the Advisor 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 Advisor or omission the Fund or 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 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, 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 taken by another sub-advisor, or any other third party, 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 will not be liable to the Advisor or the Fund for the solvency, actions or omissions of the Custodian, any broker, counterparty, dealer or market maker, clearing house, clearing member, exchange or execution facility with which the Sub-Advisor transacts business in respect of the Sub-Advisor Assets, except to the extent the Sub-Advisor has failed to comply with its internal policies and procedures in the case of, selection of such entities (where applicable) set out in its Best Execution Policy or connected with, rendering services hereunder or for any losses that may be sustained otherwise failed to satisfy its standard of care in the purchase, holding or sale selection 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 CEAsuch entities.

Liability. The Subadviser Futures Trading 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 Futures Trading Adviser or a reckless disregard of its duties hereunder, the SubadviserFutures Trading Adviser, 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 Futures Trading 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 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 Futures Trading 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 of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the SubadviserFutures Trading 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 Futures Trading Adviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser Futures Trading Adviser 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 be confined to the investment management of the Sub-Advisor Assets as expressly set forth herein. 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 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 partnersmembers, officers, directors managers and employees (“Affiliates”) and each 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 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 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 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 Futures Trading 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 Futures Trading Adviser or a reckless disregard of its duties hereunder, the SubadviserFutures Trading Adviser, 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 Futures Trading 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 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 Futures Trading 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 of the Adviser’s 's Controlling Persons, if any, shall not be subject to any liability to the SubadviserFutures Trading 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 Futures Trading Adviser Assets. Notwithstanding the foregoing, nothing herein shall relieve the Adviser and the Subadviser Futures Trading Adviser 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. Further, the Subadviser shall not be subject to any expenses or liability to the Adviser, the Trust or the Fund or any of the Fund’s shareholders: (a) for acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser, 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). (ii) 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(c10(b)(ii) 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. . (iii) 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 the terms of this AgreementAgreement in good faith and with the due care, but otherwiseskill, prudence, and diligence under the circumstances then prevailing that a prudent, professional fiduciary investment adviser acting in a like capacity, would use in the conduct of an enterprise of a like character and with like aims. 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.