Common use of Limitation of Liability and Indemnification Clause in Contracts

Limitation of Liability and Indemnification. (a) MSIM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) A. MSIM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) The B. Each Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The C. Each Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the a Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the a Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM Chase shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance Funds, in connection with the matters to which this Agreement relates, except for a loss or nonperformance of its duties hereunder unless expense solely caused by or resulting from willful misfeasance, bad faith or negligence on Chase's part in the gross performance of its duties or from reckless disregard by Chase of its obligations and duties under this Agreement. In no event shall Chase be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever, even if Chase has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Subject to Section 6(a) above, Chase shall not be responsible for, and the Funds shall indemnify and hold Chase harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities incurred by Chase, any of its agents, or the Funds' agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Chase or its officers or agents required to be taken pursuant to this Agreement; (ii) the reasonable reliance on or use by Chase or its officers or agents of information, records, or documents which are received by Chase or its officers or agents and furnished to it or them by or on behalf of the Funds, and which have been prepared or maintained by the Funds or any third party on behalf of the Funds; (iii) the Funds' refusal or failure to comply with the terms of this Agreement or the Funds' lack of good faith, or actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Funds hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, or reasonable reliance by Chase on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) the reliance on or the carrying out by Chase or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Funds or recognition by Chase of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Funds and the proper countersignature of any transfer agent or registrar of the Funds; (vii) any delays, inaccuracies, errors in or omissions from information or data provided to Chase by data, corporate action, pricing services or securities brokers and dealers; (viii) the offer or sale of shares by any Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Funds or their other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (ix) any failure of a Fund's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus; (x) the actions taken by the Funds, their investment adviser, and their distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (xi) all actions, inactions, omissions, or errors caused by third parties to whom Chase or the Funds has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Funds, their investment advisers, distributor, administrator or sponsor. (c) In performing its services hereunder, Chase shall be entitled to reasonably rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Funds and their custodians, officers and directors, investors, agents and other service providers and shareholders which Chase reasonably believes to be genuine, valid and authorized, and shall be indemnified by the Funds for any loss or expense caused by such reliance. Chase shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Funds, as necessary or appropriate. (d) Chase shall indemnify and hold the Funds harmless from and against any and all losses, damages, costs, charges, payments, expenses and liability, excluding attorneys' fees and costs, arising out of or attributable to Chase's refusal or failure to comply with the material terms of this Agreement, or Chase's lack of good faith, negligence or willful misconduct. (be) The Subject to the above Sections 6 (a) through 6 (d), any costs or losses incurred by a Fund shall indemnify and hold MSIM, and third parties providing services for the benefit processing of any purchase, redemption, exchange or other share transactions at a price per share other than the price per share applicable to the effective date of the transaction (the foregoing being generally referred to herein as "as of" transactions) will be handled in the following manner: (i) For each calendar year, if all "as of" transactions for the year, taken in the aggregate, result in a net loss to a Fund through arrangements with MSIM("net loss"), harmless from all Chase will reimburse the Fund for such net loss, cost, damage and expense, including reasonable expenses for counsel, incurred except to the extent that such net loss may be offset by such person resulting from any claim, demand, action or omission by it in the performance application of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person "net benefit" to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply carried over from prior calendar years pursuant to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconductsub-paragraph (ii) immediately below. (cii) The Fund will be entitled to participate at its own expense For each calendar year, if all "as of" transactions for the year, taken in the defenseaggregate, orresult in a net benefit to a Fund ("net benefit"), if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects shall not reimburse Chase for the amount of such net benefit; however, any "net benefit" for any calendar year may be used to assume offset, in whole or in part, any "net loss" suffered by the defense, such defense Fund in any future calendar year so as to reduce the amount by which Chase shall be conducted by counsel chosen by the Fund. In the event required to reimburse the Fund elects for such "net loss" in such year pursuant to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expensesub-paragraph (i) immediately above. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM Distributor shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained obligated to act in instructions given good faith and to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) The Fund shall indemnify exercise commercially reasonable care and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it diligence in the performance of its duties hereunder under this Agreement. Notwithstanding anything in this Agreement to the contrary Distributor and each of its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“Distributor Associates”) shall not be liable to Broker-Dealer for any action or inaction of any Distributor Associate except to the extent of direct Losses1 finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, willful misconduct or fraud of Distributor in the performance of Distributor's duties, obligations, representations, warranties or indemnities under such arrangements with MSIMthis Agreement. Under no circumstances shall Distributor Associates be liable for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. Broker-Dealer shall indemnify, defend and hold harmless Distributor Associates from and against Losses (including legal fees and costs to enforce this provision) that Distributor Associates suffer, incur, or pay as a result of acting any third-party claim or claim among the parties arising out of the subject matter of or otherwise in any way related to this Agreement (“Claims”), including but not limited to all actions taken by Distributor or Distributor Associates that are necessary to provide the services under this Agreement or in reliance upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund instructions, information, or of the Fund’s investment advisersrequests, provided that this indemnification shall not apply to actions whether oral, written or omissions of MSIMelectronic, received from Broker-Dealer or its officers, employees . Any expenses (including legal fees and costs) incurred by Distributor Associates in defending or agents responding to any Claims (or in cases enforcing this provision) shall be paid by Broker-Dealer on a quarterly basis prior to the final disposition of its or their own gross negligence or willful misconduct. (c) The Fund will such matter upon receipt by Broker-Dealer of an undertaking by Distributor to repay such amount if it shall be determined that a Distributor Associate is not entitled to participate at its own expense be indemnified. Notwithstanding the foregoing, nothing contained in the defense, or, if it so elects, to assume the defense this paragraph or elsewhere in this Agreement shall constitute a waiver by Broker-Dealer of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons legal rights available under U.S. federal securities laws or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expenseother laws whose applicability is not permitted to be contractually waived. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) A. MSIM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s 's investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s 's expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM 5.01 The duties of the Administrator shall be confined to those expressly set forth in this Agreement, and no implied duties are assumed by or may be asserted against the Administrator. In the absence of gross negligence, reckless disregard, bad faith or fraud in the performance of the Services, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties under this Agreement. As used in this ARTICLE 5, the term "ADMINISTRATOR" shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. Each Fund shall be solely responsible for its compliance with applicable investment policies, the Prospectus, and any laws and regulations governing the manner in which its assets may be invested, and shall be responsible hereunder for any losses attributable to non-compliance with the Prospectus, any applicable policies, laws and regulations governing such Fund, its activities or the duties, actions or omissions of the Investment Manager. The Administrator shall not in any circumstances be liable for any indirect, special, punitive or consequential damages of any nature whatsoever. The Administrator shall not be responsible for any inaccuracy, failure or delay in the performance of only any of its obligations under this Agreement if such inaccuracy, failure or delay was due to (i) the failure or delay of any Fund, underlying fund or either of their respective agents to perform its obligations under this Agreement or (ii) the Administrator's reliance on Fund Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. 5.02 Each Fund shall indemnify and hold harmless the Administrator from and against and the Administrator shall have no liability in connection with any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as are set forth a result of the Administrator's reliance upon any instructions, notice or contemplated herein instrument that the Administrator believes is genuine and signed or presented by an authorized Person; provided that this indemnification and agreement to hold harmless shall not apply if any such loss, damage or expense is caused by or arises from the Administrator's bad faith, fraud, reckless disregard or gross negligence in the performance of the Services; (ii) any violation by any Fund or the Investment Manager of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Prospectus or any Fund Data; (iv) any breach by a Fund of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of a Fund, an underlying fund, a Fund's former administrator prior to the Effective Date, a Fund's other service providers that provide services other than those delegated by the Administrator pursuant to SECTION 2.03 (such as custodians, prime brokers, transfer agents, investment advisors and sub-advisers); (vi) any pricing error caused by the failure of a Fund's Investment Manager or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; (vii) any side letter arrangement or other binding agreement between an investor in a Fund and the Fund or its sponsor; or (viii) any act or omission of the Administrator as a result of the Administrator's compliance with the Regulations, including, but not limited to, returning an investor's investment or restricting the payment of redemption proceeds. 5.03 The Administrator may apply to any Fund, the Investment Manager or any Person acting on a Fund's behalf at any time for instructions given and may consult counsel for any Fund or the Investment Manager or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator's duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which are it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not contrary be held to have notice of any change of authority of any officer, employee or agent of a Fund until receipt of written notice thereof. To the extent that the Administrator consults with Fund counsel pursuant to this Agreement. MSIM provision, any such expense shall be borne by the applicable Fund. 5.04 The Administrator shall have no liability for any loss its reliance on Fund Data or damage resulting from the performance or nonperformance omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the Investment Manager) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services that provide services other than those delegated by the Administrator pursuant to SECTION 2.03. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.05 The Administrator shall have no obligations with respect to any laws relating to the purchase or sale of Interests in a Fund. Further, each Fund assumes full responsibility for the preparation, contents and distribution of a Fund's Prospectus and its duties compliance with any applicable laws, rules, and regulations. The Administrator shall indemnify each Fund and its officers, employees and agents and hold them harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, (excluding consequential, punitive or other indirect damages), costs, charges, reasonable counsel fees and disbursements, payments, expenses, and liabilities (including reasonable investigation expenses), including claims by third-parties, arising directly or indirectly out of the Services provided by the Administrator hereunder unless solely caused by and arising or resulting from based upon the gross negligence negligence, reckless disregard, bad faith or willful misconduct. (b) The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit fraud of the Fund through arrangements with MSIMAdministrator, harmless from all lossits directors, costtrustees, damage officers, employees and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it agents in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer the Services. 5.06 The indemnification rights of the Administrator and each Fund hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any case either party may be asked to indemnify or hold the other party harmless, the party requesting indemnification shall promptly advise the other party of the Fund’s investment adviserspertinent facts concerning the situation in question, provided that this and the party requesting indemnification will use all reasonable care to identify and notify the other party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconductaffect the rights hereunder. (c) 5.07 The Fund will indemnifying party shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability claims subject to the foregoing indemnification provided above, but, if provisions. If the Fund indemnifying party elects to assume the defensedefense of any such claim, such the defense shall be conducted by counsel chosen by such party and satisfactory to the Fundother party, whose approval shall not be unreasonably withheld. In the event that the Fund indemnifying party elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but other party shall bear the fees and expenses of such any additional counsel unless at such time retained by it. If the Fund specifically authorizes in writing indemnifying party does not elect to assume the retaining defense of such a suit, it shall reimburse the other party for the fees and expenses of any counsel at retained by the Fund’s expenseother party. (d) No 5.08 The provisions of this Agreement ARTICLE 5 shall be deemed to protect MSIM or any survive the termination of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) A. MSIM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) A. MSIM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance non-performance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductmisconduct of MSIM, its officers and employees. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or proceeding arising out of or based upon the Fund’s material breach of this Agreement or material omission by it the Fund in the performance of its duties hereunder or under such arrangements with MSIMMSIM as to which the Fund has received written notice, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to any such loss, cost, damage or expense arising out of or based upon actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its or their’ duties or the reckless disregard of its or their obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM Chase shall be responsible hereunder for the performance of only such use reasonable care in performing its duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to under this Agreement. MSIM Chase shall have no liability for not be in violation of this Agreement with respect to any loss or damage resulting from the performance or nonperformance matter as to which it has satisfied its duty of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductreasonable care. (b) The Chase shall indemnify Fund for its direct damages, excluding attorneys fees and costs, to the extent they result from Chase's negligence or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under no circumstances shall Chase be liable for any indirect, consequential or special damages (including, without limitation, lost profits) of any form, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. (c) Without limiting subsections (a) and (b) above, Chase shall not be responsible for, and Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Chase harmless from and against, any and all losslosses, costdamages, damage costs, reasonable attorneys' fees and expenseexpenses, including reasonable payments, expenses for counsel, and liabilities incurred by such person resulting from Chase, any claimof its agents, demand, action or omission by it Fund's agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Chase or its duties hereunder officers or under such arrangements with MSIMagents required to be taken pursuant to this Agreement; (ii) the reasonable reliance on or use by Chase or its officers or agents of information, records, or as documents which are received by Chase or its officers or agents and furnished to it or them by or on behalf of Fund, and which have been prepared or maintained by Fund or any third party on behalf of Fund; (iii) Fund's refusal or failure to comply with the terms of this Agreement or Fund's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of Fund hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, or reliance by Chase on telephone or other electronic instructions of any person acting on behalf of a result of acting upon shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) the reliance by Chase, its officers or agents on any instructions share certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of Fund; (vii) any delays, inaccuracies, errors in or omissions from information or data provided to Chase by data, corporate action pricing services or securities brokers and dealers; (viii) the offer or sale of shares by Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such person to have been executed shares in such state (1) resulting from activities, actions, or omissions by a duly authorized officer of the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of Fund prior to the effective date of this Agreement; (ix) any failure of Fund’s 's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectuses; (x) the actions taken by Fund, its investment adviser, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (xi) all actions, inactions, omissions, or errors caused by third parties to whom Chase or Fund have assigned any rights and/or delegated any duties under this Agreement at the request of or as required by Fund, its investment advisers, provided distributor, administrator or sponsor. Notwithstanding subsection (a) above, it is expressly understood and agreed that Chase has no duty or obligation of reasonable care with respect to any of the activities described in clauses (iii), (iv), (vii), (viii), (ix), (x) or (xi) of this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. subsection (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense). (d) No provisions of Chase is authorized to act under this Agreement shall (or to refrain from taking action) in accordance with the instructions received by Chase from Fund and its officers, employees, investors, shareholders, agents and service providers which Chase reasonably believes to be deemed genuine, valid and authorized ("Authorized Persons"), via telephone, facsimile transmission, or other teleprocess or electronic instruction system acceptable to protect MSIM Chase ("Instructions"). Chase will have no responsibility for the authenticity or propriety of any Instructions that Chase believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Chase may specify. Fund authorizes Chase to accept and act upon any Instructions received by it from Authorized Persons without inquiry. Fund will indemnify Chase against, and hold it harmless from, any losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities incurred by Chase or any of its directorsagents that may be imposed on, officers and/or employeesincurred by, or asserted against liability to the Fund Chase or its shareholders to which it might otherwise be subject by reason agents as a result of any fraud, willful misfeasance action or gross negligence omission taken in accordance with any Instructions or other directions upon which Chase is authorized to rely under the performance terms of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM Distributor shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained obligated to act in instructions given good faith and to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) The Fund shall indemnify exercise commercially reasonable care and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it diligence in the performance of its duties hereunder under this Agreement. Notwithstanding anything in this Agreement to the contrary Distributor and each of its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“Distributor Associates”) shall not be liable to Servicer for any action or inaction of any Distributor Associate except to the extent of direct Losses1 finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, willful misconduct or fraud of Distributor in the performance of Distributor's duties, obligations, representations, warranties or indemnities under such arrangements with MSIMthis Agreement. Under no circumstances shall Distributor Associates be liable for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. Servicer shall indemnify, defend and hold harmless Distributor Associates from and against Losses (including legal fees and costs to enforce this provision) that Distributor Associates suffer, incur, or pay as a result of acting any third-party claim or claim among the parties arising out of the subject matter of or otherwise in any way related to this Agreement (“Claims”), including but not limited to all actions taken by Distributor or Distributor Associates that are necessary to provide the services under this Agreement or in reliance upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund instructions, information, or of the Fund’s investment advisersrequests, provided that this indemnification shall not apply to actions whether oral, written or omissions of MSIMelectronic, received from Servicer or its officers, employees . Any expenses (including legal fees and costs) incurred by Distributor Associates in defending or agents responding to any Claims (or in cases enforcing this provision) shall be paid by Servicer on a quarterly basis prior to the final disposition of its or their own gross negligence or willful misconduct. (c) The Fund will such matter upon receipt by Servicer of an undertaking by Distributor to repay such amount if it shall be determined that a Distributor Associate is not entitled to participate at its own expense be indemnified. Notwithstanding the foregoing, nothing contained in the defense, or, if it so elects, to assume the defense this paragraph or elsewhere in this Agreement shall constitute a waiver by Servicer of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons legal rights available under U.S. federal securities laws or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expenseother laws whose applicability is not permitted to be contractually waived. (d) No provisions of 1 As used in this Agreement shall be deemed to protect MSIM Agreement, the term “Losses” means any and all compensatory, direct, indirect, special, incidental, consequential, punitive, exemplary, enhanced or any of its directorsother damages, officers and/or employeessettlement payments, against liability to the Fund attorneys’ fees, costs, damages, charges, expenses, interest, applicable taxes or its shareholders to which it might otherwise be subject by reason other losses of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreementkind.

Limitation of Liability and Indemnification. (a) MSIM X.X. Xxxxxx shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance Fund or nonperformance of its duties hereunder unless third parties, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from the gross X.X. Xxxxxx'x xxxxx negligence or willful misconduct. (b) The X.X. Xxxxxx shall not be responsible for, and the Fund shall indemnify and hold MSIMX.X. Xxxxxx and its directors, officers, agents and third parties providing services for employees (collectively the benefit of the Fund through arrangements with MSIM, "Indemnitees") harmless from and against any and all lossclaims, costliabilities, damage losses, damages, fines, penalties and expenseexpenses, including reasonable out-of-pocket and incidental expenses for counseland legal fees ("Losses") that may be imposed on, incurred by such person resulting from by, or asserted against, the Indemnitees or any claim, demand, action or omission by it of them in the performance of its its/their duties hereunder hereunder, including but not limited to those arising out of or under such arrangements with MSIMattributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or as documents which are received by the Indemnitees and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Fund hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, or reliance by the Indemnitees on telephone or other electronic instructions of any person acting on behalf of a result of acting upon shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) following any instructions or other directions reasonably believed by any such person to have been executed by a duly authorized officer be requests of the Fund or otherwise duly authorized, and upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vii) the recognition and processing by X.X. Xxxxxx of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Fund and the proper countersignature of any transfer agent or registrar of the Fund’s ; (viii) any delays, inaccuracies, errors in or omissions from information or data provided to X.X. Xxxxxx by the Fund, its investment advisers and/or sub-advisers, and providers of other services such as data services, corporate action services, pricing services or securities brokerage; (ix) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (x) any failure of the Fund's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus; (xi) the actions taken by the Fund, its investment adviser and/or sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (xii) all actions, inactions, omissions, or errors caused by third parties to whom the Fund or the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund, its investment advisers, distributor, administrator or sponsor. (c) In addition to and not in limitation of paragraph (b) immediately above, the Fund also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of X.X. Xxxxxx'x performance under this Agreement, provided that this indemnification shall the Indemnitees have not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own acted with gross negligence or engaged in willful misconduct. (cd) The Fund will In performing its services hereunder, X.X. Xxxxxx shall be entitled to participate at its own expense in the defenserely on any oral or written instructions, ornotices or other communications, if it so electsincluding electronic transmissions, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if from the Fund elects and its custodians, officers and directors, investment advisers and sub-advisers, investors, agents and other service providers which X.X. Xxxxxx reasonably believes to assume be genuine, valid and authorized. X.X. Xxxxxx shall also be entitled to consult with and rely on the defense, such defense shall be conducted by advice and opinions of outside legal counsel chosen and public accountants retained by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM as necessary or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expenseappropriate. (de) No provisions of Anything in this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability agreement to the Fund contrary notwithstanding, in no event shall X.X. Xxxxxx be liable for any indirect, incidental, special or its shareholders to which it might otherwise be subject by reason consequential losses or damages of any fraudkind whatsoever (including but not limited to lost profits), willful misfeasance even if X.X. Xxxxxx has been advised of the likelihood of such loss or gross negligence damage and regardless of the form of action in which any such loss or damage may be claimed. This provision shall survive the performance termination of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) A. MSIM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s 's investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund term through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s 's expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM 5.01. The duties of the Administrator shall be confined to those expressly set forth in this Agreement, and no implied duties are assumed by or may be asserted against the Administrator. In the absence of gross negligence, bad faith, fraud or willful misfeasance in the performance of the Services, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties under this Agreement. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. The Fund shall be solely responsible for its compliance with applicable investment policies, the Offering Memorandum and Prospectus, and any laws and regulations governing the manner in which its assets may be invested, and shall be responsible hereunder for any losses attributable to non-compliance with the Offering Memorandum, any applicable policies, laws and regulations governing the Fund, its activities or the duties, actions or omissions of its investment adviser(s) or sub-adviser(s). The Administrator shall not in any circumstances be liable for any indirect, special, punitive or consequential damages of any nature whatsoever. The Administrator shall not be responsible for any inaccuracy, failure or delay in the performance of only any of its obligations under this Agreement if such duties as are set forth inaccuracy, failure or contemplated herein delay was due to (i) the failure or contained in instructions given delay of the Fund, or its respective agents to it which are not contrary to perform its obligations under this AgreementAgreement or (ii) the Administrator’s reliance on Fund Data. MSIM Each party shall have no liability the duty to mitigate its damages for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductwhich another party may become responsible. (b) 5.02. The Fund shall indemnify and hold MSIMharmless the Administrator from and against and the Administrator shall have no liability in connection with any and all actions, suits and claims, whether groundless or otherwise, and third parties providing services for the benefit from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it Administrator in the performance of carrying out its duties hereunder or under such arrangements with MSIM, or as a result of acting the Administrator’s reliance upon any instructions reasonably believed instructions, notice or instrument that the Administrator believes is genuine and signed or presented by any such person to have been executed by a duly an authorized officer of the Fund or of the Fund’s investment advisers, Person; provided that this indemnification shall not apply to actions if any such loss, damage or omissions of MSIMexpense is caused by or arises from the Administrator’s bad faith, its officersfraud, employees or agents in cases of its or their own gross negligence or willful misconduct. misfeasance in the performance of the Services; (ii) any violation by the Fund or its investment adviser(s) or sub-adviser(s) of any applicable investment policy, law or regulation, (iii) any misstatement or omission in the Offering Memorandum, Prospectus or any Fund Data; (iii) any breach by the Fund of any representation, warranty or agreement contained in this Agreement; (iv) any act or omission of the Fund, or the Fund’s other service providers (such as custodians, placement agents, transfer agents, investment advisers and sub-advisers); (vi) any pricing error caused by the failure of the Fund’s investment advisers and sub-advisers to provide a trade ticket or for incorrect information included in any trade ticket; (vii) any side pocket or side letter arrangement between an investor in the Fund and the Fund or its sponsor; or (viii) any act or omission of the Administrator as a result of the Administrator’s compliance with the Regulations (as defined in Section 12.12), including, but not limited to, returning an investor’s investment or restricting the payment of redemption proceeds. The Administrator shall indemnify and hold harmless the Fund from and against and the Fund shall have no liability in connection with any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (a) any violation by the Administrator of any applicable law or regulation; (b) any act or omission of the Administrator in carrying out its duties hereunder if caused by or arises from Administrator’s willful misfeasance, bad faith, fraud or gross negligence in the performance of the Services, or by reason of the Administrator’s reckless disregard of its duties under this Agreement; or (c) any breach by the Administrator of any representation, warranty or agreement contained in this Agreement. 5.03. The Administrator may, from time to time, provide to the Fund services and products (“Special Third Party Services”) from external third party sources that are telecommunication carriers, record retention service providers, financial printers, mailing and delivery service providers, Pricing Sources, data feed providers or other similar service providers (“Special Third Party Vendors”). The Fund acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Fund shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Fund place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Fund further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for the Fund’s internal use in connection with the receipt of the Services. The Fund may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support the Fund’s investors, however the Fund shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES. NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. 5.04. The Administrator may apply to the Fund, its investment adviser or any Person acting on the Fund’s behalf at any time for instructions and may consult counsel for the Fund or the investment adviser or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Fund until receipt of written notice thereof. 5.05. The Administrator shall have no liability for its reliance on Fund Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the Investment Manager) or sub-advisers, current or former third party service providers, Pricing Sources (as defined herein), software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.06. The Administrator shall have no obligations with respect to any laws relating to the purchase or sale of Interests in the Fund. Further, the Fund assumes full responsibility for the preparation, contents and distribution of its Offering Memorandum and Prospectus and its compliance with any applicable laws, rules, and regulations. 5.07. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any case one party may be asked to indemnify or hold the other party harmless, the party requesting to be indemnified shall promptly advise the other party of the pertinent facts concerning the situation in question, and the party requesting to be indemnified will use all reasonable care to identify and notify the other party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.08. Each party shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability claims subject to the indemnification provided above, but, if the Fund this indemnity provision. If a party elects to assume the defensedefense of any such claim, such the defense shall be conducted by counsel chosen by such party and satisfactory to the Fundother party, whose approval shall not be unreasonably withheld. In the event the Fund that a party elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but other party shall bear the fees and expenses of any additional counsel retained by it. If a party does not elect to assume the defense of a suit, it will reimburse the other party for the fees and expenses of any counsel retained by the other party. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such counsel unless at settlement or compromise provides an admission of liability on the part of the indemnified party without such time the Fund specifically authorizes in writing the retaining of such counsel at the Fundindemnified party’s expensewritten consent. (d) No 5.09. The provisions of this Agreement Section 5 shall be deemed to protect MSIM or any survive the termination of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) A. MSIM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from willful misfeasance, bad faith or negligence on its part in the gross negligence performance of its duties or willful misconductfrom reckless disregard by it of its obligations and duties under this Agreement. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraudlack of good faith, or acts involving negligence, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations duties under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM A. Investors Capital shall provide its services in a professional manner customarily provided by leading mutual fund administration companies. Investors Capital shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it by the Fund which are not contrary to this Agreement. MSIM Investors Capital shall have no liability for any loss or damage resulting from the performance or nonperformance non-performance of its duties hereunder unless solely caused by or resulting from the gross negligence negligence, bad faith or willful misconductmisconduct of Investors Capital, its officers or employees or the violation by any of such persons of this Agreement. In no event, however, shall Investors Capital be liable for any consequential damages including, without limitation, any taxes, penalties, litigation expenses or other loss or damage resulting from the failure by other persons providing services to the Fund to conform to applicable legal or regulatory requirements, or to the Fund's investment policies and restrictions as set forth in its registration statement, notwithstanding that Investors Capital, in the course of carrying out its monitoring duties hereunder, failed to discover such failure. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Investors Capital harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person it resulting from any claim, demand, action or suit in connection with any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMInvestors Capital, its officers, officers or employees or agents in cases of its or their own gross negligence or willful misconductmisconduct or the violation by any of such persons of this Agreement. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, and if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM Investors Capital or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMpersons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time its or their own expense, except that, if the Fund shall have specifically authorizes in writing authorized the retaining of such counsel, then the reasonable expenses for such counsel at shall be reimbursed by the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM Chase shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance Fund, in connection with the matters to which this Agreement relates, except for a loss or nonperformance of its duties hereunder unless expense solely caused by or resulting from the gross willful misfeasance, bad faith or negligence or willful misconduct. (b) The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence on Chase's part in the performance of its duties or the from reckless disregard by Chase of its obligations and duties under this Agreement. In no event shall Chase be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Chase has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Subject to Section 6(a) above, Chase shall not be responsible for, and the Fund shall indemnify and hold Chase harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities incurred by Chase, any of its agents, or the Fund's agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Chase or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Chase or its officers or agents of information, records, or documents which are received by Chase or its officers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Fund hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, not in violation of applicable law or reliance by Chase on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) the reliance on or the carrying out by Chase or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Fund or recognition by Chase of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Fund and the proper countersignature of any transfer agent or registrar of the Fund; (vii) any delays, inaccuracies, errors in or omissions from information or data provided to Chase by data, corporate action, pricing services or securities brokers and dealers; (viii) the offer or sale of shares by the Fund (other than by Chase or its affiliates) in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (ix) any failure of the Fund's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus; (x) the actions taken by the Fund, its investment adviser, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (xi) all actions, inactions, omissions, or errors caused by third parties to whom Chase or the Fund has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund, its investment advisers, distributor, administrator or sponsor. (c) In performing its services hereunder, Chase shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Fund and its custodians, officers and directors, investors, agents and other service providers which Chase reasonably believes to be genuine, valid and authorized, and shall be indemnified by the Fund for any loss or expense caused by such reliance. Chase shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Fund, as necessary or appropriate. (d) Chase shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to Chase's refusal or failure to comply with the material terms of this Agreement, or Chase's lack of good faith, negligence or willful misconduct, or the breach of any material representation or warranty of Chase hereunder.

Limitation of Liability and Indemnification. (a) MSIM shall To the extent permitted under applicable law, Client understands and agrees that Round will not be responsible hereunder liable to Client for any losses, expenses, damages, liabilities, charges and claims of any kind or nature whatsoever (including without limitation any legal expenses and costs and expenses relating to investigating or defending any demands, charges and claims) (collectively, "Losses") incurred by Client with respect to any Accounts, except to the performance extent that such Losses are actual losses of only such duties as the Client proven with reasonable certainty and are set forth the direct result of an act or contemplated herein omission taken or contained in instructions given to it omitted by the Adviser during the term of this Agreement which are not contrary to constitutes willful misfeasance, bad faith or gross negligence under this Agreement. MSIM Without limitation, Round shall have no liability not be liable for any loss or damage Losses resulting from or in any way arising out of (i) any action of the Client or its previous advisers or other agents, (ii) force majeure or other events beyond the control of Round, including without limitation any failure, default or delay in performance or nonperformance of its duties hereunder unless solely caused by or resulting from computer or other electronic or mechanical equipment failure, unauthorized access, strikes, failure of common carrier or utility systems, severe weather or breakdown in communications not reasonably within the gross negligence control of Round or willful misconductother causes commonly known as "acts of god", or (iii) general market conditions unrelated to any violation of this Agreement by Round. (b) The Fund Client shall indemnify reimburse, indemnify, defend and hold MSIMharmless Round, its affiliates and third parties providing services for their directors, officers, shareholders, employees and any person controlled by or controlling Round from and against any and all Losses relating to this Agreement or the benefit Account arising out of any misrepresentations or act or omissions or alleged act or omission on the part of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action Client or omission by it in previous advisers or the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM custodian or any of its affiliated persons or any third parties providing services for their agents, except if such Losses are the benefit direct result of the Fund through arrangements with MSIMRound's willful misfeasance, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance bad faith or gross negligence in the performance of its Round's duties or the by reason of Round's reckless disregard of its obligations and duties hereunder. Notwithstanding anything in this Section 10 or otherwise in this Agreement to the contrary, nothing herein shall constitute a waiver or limitation of any rights that Client may have under this Agreementany federal or state securities laws, which rights may arise even if Round's recommendation or other act or failure to act hereunder does not constitute willful misfeasance, bad faith or gross negligence in the performance of Round's duties or by reason of Round's reckless disregard of its obligations and duties hereunder.

Limitation of Liability and Indemnification. The Company agrees to defend, indemnify and hold harmless Computershare, its successors and assigns, and its and each of their respective directors, officers, employees and agents (athe "Indemnified Parties") MSIM against and from any demands, claims, assessments, proceedings, suits, actions, costs, judgments, penalties, interest, liabilities, losses, damages, debts, expenses and disbursements (including expert consultant and legal fees and disbursements on a solicitor and client basis) (collectively, "Claims") that the Indemnified Parties, or any of them, may suffer or incur, or that may be asserted against them, or any of them, in consequence of, arising from or in any way relating to this Agreement (as the same may be amended, modified or supplemented from time to time) or Computershare's duties hereunder or any other services that Computershare may provide to the Company in connection with or in any way relating to this Agreement or Computershare's duties hereunder, except that no individual Indemnified Party shall be responsible entitled to indemnification in the event such Indemnified Party is found to have acted in bad faith, engaged in wilful misconduct or been grossly negligent. For greater certainty, the Company agrees to indemnify and save harmless the Indemnified Parties against and from any present and future taxes (other than income taxes), duties, assessments or other charges imposed or levied on behalf of any governmental authority having the power to tax in connection with Computershare's duties hereunder. The Company agrees that its liability hereunder for shall be absolute and unconditional, regardless of the performance correctness of only such duties as are set forth any representations of any third parties and regardless of any liability of third parties to the Indemnified Parties, and shall accrue and become enforceable without prior demand or contemplated herein any other precedent action or contained in instructions given to it which are not contrary to proceeding, and shall survive the resignation or removal of Computershare or the termination of this Agreement. MSIM Computershare shall have be under no liability obligation to prosecute or defend any action or suit in respect of its agency relationship under this Agreement, but will do so at the request of the Company provided that the Company furnishes indemnity satisfactory to Computershare against any liability, cost or expense which might be incurred. Computershare shall not be liable for any loss error in judgment or damage resulting from the performance for any act done or nonperformance of its duties hereunder unless solely caused by step taken or resulting from the gross negligence or willful misconduct. (b) The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission omitted by it in good faith or for any mistake, of fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its bad faith or wilful misconduct. In particular but without limiting the performance generality of the foregoing, Computershare shall, with respect to meetings of securityholders, not be liable for having relied upon or deferred to the instructions or decisions of the Company, its legal counsel, or the chairman of the meeting. In the event Computershare is in breach of this Agreement or its duties hereunder or under any agreement or duties relating to any other services that Computershare may provide to the Company in connection with or in any way relating to this Agreement or Computershare's duties hereunder, Computershare shall not be liable for any claims or damages of any kind or nature whatsoever, even in the event of Computershare's negligence, except to the extent that Computershare has acted in bad faith or engaged in wilful misconduct. Notwithstanding the foregoing, Computershare agrees that charges for such arrangements with MSIM, or items as postage and printed notices that are incurred by it as a direct result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted absorbed by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expenseit. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM X.X. Xxxxxx shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance Fund or nonperformance of its duties hereunder unless third parties, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from the gross X.X. Xxxxxx'x xxxxx negligence or willful misconduct. (b) The X.X. Xxxxxx shall not be responsible for, and the Fund shall indemnify and hold MSIMX.X. Xxxxxx and its directors, officers, agents and third parties providing services for employees (collectively the benefit of the Fund through arrangements with MSIM, "Indemnitees") harmless from and against any and all lossclaims, costliabilities, damage losses, damages, fines, penalties and expenseexpenses, including reasonable out-of-pocket and incidental expenses for counseland legal fees ("Losses") that may be imposed on, incurred by such person resulting from by, or asserted against, the Indemnitees or any claim, demand, action or omission by it of them in the performance of its its/their duties hereunder hereunder, including but not limited to those arising out of or under such arrangements with MSIMattributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or as a result documents which are received by the Indemnitees and furnished to it or them by or on behalf of acting upon the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Fund hereunder; (v) following any instructions or other directions reasonably believed by any such person to have been executed by a duly authorized officer be requests of the Fund or otherwise duly authorized, and upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to X.X. Xxxxxx by the Fund, its investment advisers and/or sub-advisers, and providers of other services such as data services, corporate action services, pricing services or securities brokerage; (vii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (viii) any failure of the Fund’s 's registration statement to comply with the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus; (ix) the actions taken by the Fund, its investment adviser and/or sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (x) all actions, inactions, omissions, or errors caused by third parties to whom the Fund or the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund, its investment advisers, distributor, administrator or sponsor. (c) In addition to and not in limitation of paragraph (b) immediately above, the Fund also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of X.X. Xxxxxx'x performance under this Agreement, provided that this indemnification shall the Indemnitees have not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own acted with gross negligence or engaged in willful misconduct. (cd) The Fund will In performing its services hereunder, X.X. Xxxxxx shall be entitled to participate at its own expense in the defenserely on any oral or written instructions, ornotices or other communications, if it so electsincluding electronic transmissions, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if from the Fund elects and its custodians, officers and directors, investment advisers and sub-advisers, investors, agents and other service providers which X.X. Xxxxxx reasonably believes to assume be genuine, valid and authorized. X.X. Xxxxxx shall also be entitled to consult with and rely on the defense, such defense shall be conducted by advice and opinions of outside legal counsel chosen and public accountants retained by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM as necessary or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expenseappropriate. (de) No provisions of Anything in this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability agreement to the Fund contrary notwithstanding, in no event shall X.X. Xxxxxx be liable for any indirect, incidental, special or its shareholders to which it might otherwise be subject by reason consequential losses or damages of any fraudkind whatsoever (including but not limited to lost profits), willful misfeasance even if X.X. Xxxxxx has been advised of the likelihood of such loss or gross negligence damage and regardless of the form of action in which any such loss or damage may be claimed. This provision shall survive the performance termination of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM A. Investors Bank shall provide its services in a professional manner customarily provided by leading mutual fund administration companies. Investors Bank shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it by the Fund which are not contrary to this Agreement. MSIM Investors Bank shall have no liability for any loss or damage resulting from the performance or nonperformance non-performance of its duties hereunder unless solely caused by or resulting from the gross negligence negligence, bad faith or willful misconductmisconduct of Investors Bank, its officers or employees or the violation by any of such persons of this Agreement. In no event, however, shall Investors Bank be liable for any consequential damages including, without limitation, any taxes, penalties, litigation expenses or other loss or damage resulting from the failure by other persons providing services to the Fund to conform to applicable legal or regulatory requirements, or to the Fund's investment policies and restrictions as set forth in its registration statement, notwithstanding that Investors Bank, in the course of carrying out its monitoring duties hereunder, failed to discover such failure. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Investors Bank harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person it resulting from any claim, demand, action or suit in connection with any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMInvestors Bank, its officers, officers or employees or agents in cases of its or their own gross negligence or willful misconductmisconduct or the violation by any of such persons of this Agreement. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, and if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM Investors Bank or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMpersons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time its or their own expense, except that, if the Fund shall have specifically authorizes in writing authorized the retaining of such counsel, then the reasonable expenses for such counsel at shall be reimbursed by the Fund’s expense. (d) No provisions D. At any time Investors Bank may apply to any executive officer of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders executive officer of the Fund's investment adviser for instructions, and may consult with legal counsel for the Fund, if consented to which by an executive officer of the Fund at the expense of the Fund, with respect to any matter arising in connection with the services to be performed by Investors Bank under this Agreement and Investors Bank shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it might otherwise in good faith in reliance upon such instructions or upon the opinion of such counsel. Investors Bank shall be subject protected and indemnified in acting upon any paper or document of the Fund reasonably believed by reason it to be genuine and to have been signed by the proper person or persons and shall not be held to have notice of any fraudchange of authority of any representative of the Fund, willful misfeasance until receipt of written notice thereof from the Fund, unless an officer of Investors Bank shall have actual knowledge of such change. Investors Bank shall also be protected and indemnified, except where a stop order is in effect, in recognizing transfer documents which Investors Bank reasonably believes to bear the proper manual or gross negligence in facsimile signature of the performance officers of its duties the Fund, and the proper counter-signatures of any present or the reckless disregard of its obligations under this Agreementformer transfer agent.

Limitation of Liability and Indemnification. (a) MSIM A. Vanguard shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM Vanguard shall have no liability for any loss or damage resulting from the performance or nonperformance non-performance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductmisconduct of of Vanguard, its officers and employees. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Vanguard harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person it resulting from any claim, demand, action, or suit: (1) in connection with any action or omission by it in providing those services to the performance Fund relating to the account functions specified in Subsections 1 and 3 of its duties hereunder or under such arrangements with MSIMSection 3B of this agreement, or Transfer Agency (as provided in Section 3E) and Dividend Disbursing (as provided in Section 3F); and (2) as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund or of the Fund’s 's investment advisersadviser. The indemnification provided in this Section 6B does not extend to any loss,. cost, provided that this indemnification shall not apply damage or expense incurred by Vanguard as a result of any claim relating to actions the valuation of the Fund's securities, determination of the Fund's net asset value, or omissions administration of MSIMthe Fund, its officersother than those services described in Section 4B1, employees 4B3, 4D, or agents in cases of its or their own gross negligence or willful misconduct4L hereof. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume assume. the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM Vanguard or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMpersons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund shall have specifically authorizes in writing authorized the retaining of such counsel at the Fund’s expensecounsel. (d) D. No provisions provision of this Agreement shall be deemed to protect MSIM Vanguard or any of its directors, officers and/or employeesemployees , against liability to the Fund or its shareholders to which it id: might otherwise be by subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM Chase shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance Fund, in connection with the matters to which this Agreement relates, except for a loss or nonperformance of its duties hereunder unless expense solely caused by or resulting from the gross willful misfeasance, bad faith or negligence or willful misconduct. (b) The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence on Xxxxx'x part in the performance of its duties or the from reckless disregard by Chase of its obligations and duties under this Agreement. In no event shall Chase be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Chase has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Subject to Section 6(a) above, Chase shall not be responsible for, and the Fund shall indemnify and hold Chase harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities incurred by Chase, any of its agents, or the Fund's agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to; (i) any and all actions of Chase or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Chase or its officers or agents of information, records, or documents which are received by Chase or its officers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Fund hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, or reliance by Chase on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized: (vi) the reliance on or the carrying out by Chase or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Fund or recognition by Chase of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Fund and the proper countersignature of any transfer agent or registrar of the Fund; (vii) any delays, inaccuracies, errors in or omissions from information or data provided to Chase by data services, corporate action services, pricing services or securities brokers and dealers; (viii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (ix) any failure of the Fund's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus; (x) the actions taken by the Fund, its investment adviser, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (xi) all actions, inactions, omissions, or errors caused by third parties to whom Chase or the Fund has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund, its investment advisers, distributor, administrator or sponsor. (c) In performing its services hereunder, Chase shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Fund and its custodians, officers and directors, investors, agents and other since providers which Chase reasonably believes to be genuine, valid and authorized, and shall be indemnified by the Fund for any loss or expense caused by such reliance. Chase shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Fund, as necessary or appropriate.

Limitation of Liability and Indemnification. (a) MSIM A. AMT Capital shall provide its services in a professional manner customarily provided by leading mutual fund administration companies. AMT Capital shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it by the Fund which are not contrary to this Agreement. MSIM AMT Capital shall have no liability for any loss or damage resulting from the performance or nonperformance non- performance of its duties hereunder unless solely caused by or resulting from the gross negligence negligence, bad faith or willful misconductmisconduct of AMT Capital, its officers or employees or the violation by any of such persons of this Agreement. In no event, however, shall AMT Capital be liable for any consequential damages including, without limitation, any taxes, penalties, litigation expenses or other loss or damage resulting from the failure by other persons providing services to the Fund to conform to applicable legal or regulatory requirements, or to the Fund's investment policies and restrictions as set forth in its registration statement, notwithstanding that AMT Capital, in the course of carrying out its monitoring duties hereunder, failed to discover such failure. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, AMT Capital harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person it resulting from any claim, demand, action or suit in connection with any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMAMT Capital, its officers, officers or employees or agents in cases of its or their own gross negligence or willful misconductmisconduct or the violation by any of such persons of this Agreement. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, and if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM AMT Capital or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMpersons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time its or their own expense, except that, if the Fund shall have specifically authorizes in writing authorized the retaining of such counsel, then the reasonable expenses for such counsel at shall be reimbursed by the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM X.X. Xxxxxx shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance Fund or nonperformance of its duties hereunder unless third parties, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from the gross X.X. Xxxxxx'x xxxxx negligence or willful misconduct. (b) The Fund X.X. Xxxxxx shall not be responsible for, and MSIM shall indemnify and hold MSIMX.X. Xxxxxx and its directors, officers, agents and third parties providing services for employees (collectively the benefit of the Fund through arrangements with MSIM, "Indemnitees") harmless from and against any and all lossclaims, costliabilities, damage losses, damages, fines, penalties and expenseexpenses, including reasonable out-of-pocket and incidental expenses for counseland legal fees ("Losses") that may be imposed on, incurred by such person resulting from by, or asserted against, the Indemnitees or any claim, demand, action or omission by it of them in the performance of its its/their duties hereunder hereunder, including but not limited to those arising out of or under such arrangements with MSIMattributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or as documents which are received by the Indemnitees and furnished to it or them by or on behalf of MSIM or the Fund, and which have been prepared or maintained by MSIM or the Fund or any third party on behalf of MSIM or the Fund; (iii) MSIM's or the Fund's refusal or failure to comply with the terms of this Agreement or MSIM's or the Fund's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of MSIM hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, or reliance by the Indemnitees on telephone or other electronic instructions of any person acting on behalf of a result of acting upon shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) following any instructions or other directions reasonably believed to be requests of MSIM or the Fund or otherwise duly authorized, and upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vii) the recognition and processing by X.X. Xxxxxx of any such person share certificates which are reasonably believed to have been executed by a duly authorized officer bear the proper signatures of the officers of the Fund and the proper countersignature of any transfer agent or registrar of the Fund’s ; (viii) any delays, inaccuracies, errors in or omissions from information or data provided to X.X. Xxxxxx by MSIM or the Fund, its investment advisers and/or sub-advisers, and providers of other services such as data services, corporate action services, pricing services or securities brokerage; (ix) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (x) any failure of the Fund's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus; (xi) the actions taken by MSIM or the Fund, its investment adviser and/or sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (xii) all actions, inactions, omissions, or errors caused by third parties to whom the Fund, MSIM or the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request of or as required by MSIM or by the Fund, its investment advisers, distributor, administrator or sponsor. (c) In addition to and not in limitation of paragraph (b) immediately above, MSIM also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of X.X. Xxxxxx'x performance under this Agreement, provided that this indemnification shall the Indemnitees have not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own acted with gross negligence or engaged in willful misconduct. (cd) The Fund will In performing its services hereunder, X.X. Xxxxxx shall be entitled to participate at its own expense in the defenserely on any oral or written instructions, ornotices or other communications, if it so electsincluding electronic transmissions, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided abovefrom MSIM, but, if the Fund elects and its custodians, officers and directors, investment advisers and sub-advisers, investors, agents and other service providers which X.X. Xxxxxx reasonably believes to assume be genuine, valid and authorized. X.X. Xxxxxx shall also be entitled to consult with and rely on the defense, such defense shall be conducted advice and opinions of outside legal counsel and public accountants retained by counsel chosen by MSIM or the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM as necessary or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expenseappropriate. (de) No provisions of Anything in this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability agreement to the Fund contrary notwithstanding, in no event shall X.X. Xxxxxx be liable for any indirect, incidental, special or its shareholders to which it might otherwise be subject by reason consequential losses or damages of any fraudkind whatsoever (including but not limited to lost profits), willful misfeasance even if X.X. Xxxxxx has been advised of the likelihood of such loss or gross negligence damage and regardless of the form of action in which any such loss or damage may be claimed. This provision shall survive the performance termination of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM Chase shall be responsible hereunder for the performance of only such use reasonable care in performing its duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to under this Agreement. MSIM Chase shall have no liability for not be in violation of this Agreement with respect to any loss or damage resulting from the performance or nonperformance matter as to which it has satisfied its duty of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductreasonable care. (b) The Chase shall indemnify the Fund for its direct damages, excluding attorneys' fees and costs, to the extent they result from Chase's negligence or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under no circumstances shall Chase be liable for any indirect, consequential or special damages (including, without limitation, lost profits) of any form, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. (c) Without limiting subsections (a) and (b) above, Chase shall not be responsible for, and the Fund shall indemnify and hold MSIMChase, its officers, directors, agents and third parties providing services for the benefit of the Fund through arrangements with MSIMemployees, harmless from and against, any and all loss, cost, damage and expense, including reasonable expenses for counsel, Liabilities incurred by such person resulting from Chase, any claimof its officers, demanddirectors, action agents or omission by it employees, in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Chase or its duties hereunder officers or under such arrangements with MSIM, agents required to be taken pursuant to this Agreement; (ii) the reasonable reliance on or as a result of acting upon any instructions reasonably believed use by any such person to have been executed by a duly authorized officer of the Fund Chase or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, directors, employees or agents in cases of information, records or documents furnished to it or them by or on behalf of the Fund, which are received by Chase or its officers, directors, employees or their own gross agents and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions or omissions involving negligence or willful misconduct.misfeasance; (civ) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense breach of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM representation or any of its affiliated persons or any third parties providing services for the benefit warranty of the Fund through arrangements hereunder; (v) any delays, inaccuracies, errors in or omissions from information or data provided to Chase by data, corporate action services, pricing services, the Investment Adviser, agents banks or securities brokers and dealers; (vi) the offer or sale of shares by the Fund in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any federal agency or any state agency with MSIM, named as defendant respect to the offer or defendants in the suit, may retain additional counsel but shall bear the fees and expenses sale of such counsel unless at shares in such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. state (d1) No provisions of this Agreement shall be deemed to protect MSIM resulting from activities, actions or any of its directors, officers and/or employees, against liability to omissions by the Fund or its shareholders other service providers and agents or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to which it might otherwise be subject the effective date of this Agreement; (vii) any failure of the Fund's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectuses; (viii) any actions taken by reason of any fraudthe Fund, willful misfeasance its investment adviser or gross negligence its distributor in the performance of its duties compliance with, or the reckless disregard of its obligations failure to so comply with, applicable securities, tax, commodities and other laws, rules and regulations; and (ix) all actions, inactions, omissions, or errors caused by third parties to whom Chase or the Fund has assigned any rights and/or delegated any duties under this AgreementAgreement at the request of or as required by the Fund, its investment advisers, its distributor, administrator or sponsor. Notwithstanding subsection (a) above, it is expressly understood and agreed that Chase has no duty or obligation of reasonable care with respect to any of the activities described in clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix) of this subsection (c).

Limitation of Liability and Indemnification. (a) MSIM The duties of the Administrator shall be confined to those expressly set forth in this Agreement, and no implied duties are assumed by or may be asserted against the Administrator. In the absence of gross negligence, bad faith or fraud in the performance of the Services, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties under this Agreement. As used in this ARTICLe 5, the term "ADMINISTRATOR" shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. Each Fund shall be solely responsible for its compliance with applicable investment policies, the Offering Memorandum, and any laws and regulations governing the manner in which its assets may be invested, and shall be responsible hereunder for any losses attributable to non-compliance with the Offering Memorandum, any applicable policies, laws and regulations governing such Fund, its activities or the duties, actions or omissions of the Investment Manager. The Administrator shall not in any circumstances be liable for any indirect, special, punitive or consequential damages of any nature whatsoever. The Administrator shall not be responsible for any inaccuracy, failure or delay in the performance of only any of its obligations under this Agreement if such duties as are set forth inaccuracy, failure or contemplated herein delay was due to (i) the inaccuracy, failure or contained in instructions given delay was due to it which are not contrary the failure or delay of any Fund, underlying fund or either of their respective agents to perform its obligations under this AgreementAgreement or (ii) the Administrator's reliance on Fund Data. MSIM Each party shall have no liability the duty to mitigate its damages for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) The which another party may become responsible. Each Fund shall indemnify and hold MSIMharmless the Administrator from and against and the Administrator shall have no liability in connection with any and all actions, suits and claims, whether groundless or otherwise, and third parties providing services for the benefit from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it Administrator in the performance of carrying out its duties hereunder or under such arrangements with MSIM, or as a result of acting the Administrator's reliance upon any instructions instructions, notice or instrument that the Administrator reasonably believed believes is genuine and signed or presented by any such person to have been executed by a duly an authorized officer of the Fund or of the Fund’s investment advisers, Person; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator's bad faith, fraud or gross negligence in the performance of the Services; (ii) any material violation by any Fund or the Investment Manager of any applicable investment policy, law or regulation, (iii) any material misstatement or omission in the Offering Memorandum or any Fund Data; (iii) any material breach by a Fund of any representation, warranty or agreement contained in this Agreement; (iv) any act or omission of a Fund, an underlying fund, , a Fund's other service providers (such as custodians, prime brokers, transfer agents, investment advisors and sub-advisers); (vi) any pricing error caused by the failure of a Fund's Investment Manager or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; (vii) any side letter arrangement between an investor in a Fund and the Fund or its sponsor; or (viii) any act or omission of the Administrator as a result of the Administrator's compliance with the Regulations, including, but not limited to, returning an investor's investment or restricting the payment of redemption proceeds. The Administrator may apply to any Fund, the Investment Manager or any Person acting on a Fund's behalf at any time for instructions and may consult counsel for any Fund or the Investment Manager or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator's duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of a Fund until receipt of written notice thereof. To the extent that the Administrator consults with Fund counsel pursuant to this provision, any such expense shall be borne by the applicable Fund. The Administrator shall have no liability for its reliance on Fund Data or the performance or omissions of MSIMunaffiliated third parties such as, its officersby way of example and not limitation, employees transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the Investment Manager) or agents sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. The Administrator shall have no obligations with respect to any laws relating to the purchase or sale of Shares in cases a Fund. Further, each Fund assumes full responsibility for the preparation, contents and distribution of its Offering Memorandum and its compliance with any applicable laws, rules, and regulations. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or their own gross negligence threatened litigation or willful misconduct. (c) The Action with respect to which indemnification hereunder may ultimately be merited. If in any case a Fund may be asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise such Fund of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify such Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. A Fund shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability claims subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fundthis indemnity provision. In the event the If a Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by such Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that a Fund elects to assume the defense of any suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but Administrator shall bear the fees and expenses of such any additional counsel unless at such time retained by it. If a Fund does not elect to assume the Fund specifically authorizes in writing defense of a suit, it will reimburse the retaining Administrator for the fees and expenses of such any counsel at retained by the Fund’s expense. (d) No Administrator. The provisions of this Agreement ARTICLE 5 shall be deemed to protect MSIM or any survive the termination of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM J.X. Xxxxxx shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance Fund or nonperformance of its duties hereunder unless solely third parties, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from the gross J.X. Xxxxxx’x negligence or willful misconduct. (b) The Provided that in all instances J.X. Xxxxxx and the other Indemnitees (as defined below) have satisfied the standard of care in paragraph 6(a), J.X. Xxxxxx shall not be responsible for, and the Fund shall indemnify and hold MSIMJ.X. Xxxxxx and its directors, officers, agents and third parties providing services for employees (collectively the benefit of the Fund through arrangements with MSIM, “Indemnitees”) harmless from and against any and all lossclaims, costliabilities, damage losses, damages, fines, penalties and expenseexpenses, including reasonable out-of-pocket and incidental expenses for counseland legal fees (“Losses”) that may be imposed on, incurred by such person resulting from by, or asserted against, the Indemnitees or any claim, demand, action or omission by it of them in the performance of its its/their duties hereunder hereunder, including but not limited to those arising out of or under such arrangements with MSIMattributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or as a result documents which are received by the Indemnitees and furnished to it or them by or on behalf of acting upon the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund’s refusal or failure to comply with the terms of this Agreement or the Fund’s lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Fund hereunder; (v) following any instructions or other directions reasonably believed by any such person to have been executed by a duly authorized officer be requests of the Fund or otherwise duly authorized, and upon which J.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to J.X. Xxxxxx by the Fund, its investment advisers and/or sub-advisers, and providers of other services such as data services, corporate action services, pricing services or securities brokerage; (vii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (viii) any failure of the Fund’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund’s prospectus; (ix) the actions taken by the Fund, its investment adviser and/or sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (x) all actions, inactions, omissions, or errors caused by third parties to whom the Fund or the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request and direction of the Fund or as required by the Fund, its investment advisers, distributor, or sponsor, provided that this indemnification shall the Indemnitees did not apply to actions select or omissions participate in the selection of MSIMthe third parties (for avoidance of doubt, its officers, employees or agents the Fund acknowledges that J.X. Xxxxxx does not participate in cases the selection of its or their own gross negligence or willful misconductpricing vendors). (c) The Fund will In performing its services hereunder, J.X. Xxxxxx shall be entitled to participate at rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Fund and its own expense officers and directors, investment advisers and sub-advisers, agents and other service providers which J.X. Xxxxxx reasonably believes to be genuine, valid and authorized. The Fund shall provide in writing to J.X. Xxxxxx, from time to time, a list of persons authorized to give oral or written instructions on behalf of the Fund. J.X. Xxxxxx shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel and public accountants retained by the Fund, as necessary or appropriate. (d) Anything in this agreement to the contrary notwithstanding, in no event shall J.X. Xxxxxx or the Fund be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if J.X. Xxxxxx or the Fund has been advised of the likelihood of such loss or damage and regardless of the form of action in which any such loss or damage may be claimed. This provision shall survive the termination of this Agreement. (e) If the Fund acknowledges in writing that J.X. Xxxxxx is entitled to indemnification, the Fund shall have the option to defend J.X. Xxxxxx against any claim which may be the subject of this indemnification, and in the defense, or, if it event that the Fund so elects, to assume it will so notify J.X. Xxxxxx, and thereupon the Fund shall take over complete defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fundclaim. In the event the Fund elects to assume the control of the defense of any the claim, J.X. Xxxxxx may participate in such suit proceeding and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the all fees and expenses of such counsel retention of such counsel, unless at such time (i) the Fund shall have specifically authorizes in writing authorized the retaining retention of such counsel, or (ii) if the Fund and J.X. Xxxxxx agree that the retention of such counsel at is required as a result of a conflict of interest. In the event the Fund assumes control of any proceeding, the Fund shall keep J.X. Xxxxxx notified of the progress of such proceeding and, upon request, consult with J.X. Xxxxxx and counsel. The Fund will, upon request by J.X. Xxxxxx, either pay in the first instance or reimburse J.X. Xxxxxx for any expense subject to indemnity hereunder. The Fund shall not settle or compromise any proceeding without the prior written consent of J.X. Xxxxxx unless (i) such settlement or compromise involves no admission of guilt, wrongdoing, or misconduct by J.X. Xxxxxx, (ii) such settlement or compromise does not impose any obligations or restrictions on J.X. Xxxxxx other than obligations to pay money that are subject to indemnity under this Agreement and (iii) the Fund shall have paid or made arrangements satisfactory to J.X. Xxxxxx for payment of amounts payable by J.X. Xxxxxx in connection with such settlement. J.X. Xxxxxx shall in no case confess any claim or make any compromise in any case which the Fund will be asked to indemnify J.X. Xxxxxx except with the Fund’s expense. (d) No provisions of this Agreement prior written consent. J.X. Xxxxxx shall be deemed entitled to protect MSIM rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or any of its directors, officers and/or employees, against liability omitted pursuant to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreementsuch advice.

Limitation of Liability and Indemnification. The Administrator shall exercise reasonable care and diligence in carrying out all of its duties and obligations under this Agreement, and shall be liable to the Funds for any and all direct claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and reasonable attorneys’ fees (a“Losses”) MSIM suffered or incurred by the Funds and to the extent directly resulting from failure of the Administrator (including any branch thereof, regardless of location) to exercise such reasonable care and diligence. The Administrator shall be responsible hereunder for the performance only of only such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or contemplated herein or contained in instructions given to it which are not contrary to this Agreementactivities of any other party, including other service providers. MSIM The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct.misconduct of the Administrator, its officers, employees, or agents. The Administrator shall be liable to the Trust only to the extent of the Trust’s direct damages. In no event shall the Administrator incur liability hereunder if it is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of: (bi) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction; or (ii) events or circumstances beyond the reasonable control of the Administrator, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts, unless, in each case, such delay or nonperformance is caused by (A) the negligence, misfeasance or misconduct of the Administrator, or (B) a malfunction or failure of equipment operated or utilized by the Administrator other than a malfunction or failure beyond the Administrator’s control and which could not be reasonably anticipated or prevented by the Administrator (each such provision, event or circumstance being a “Force Majeure Event”). Administrator shall notify the Trust as soon as reasonably practicable of any material performance delay or non-performance in accordance with this paragraph. In no event shall the Trust incur liability to the Administrator if it is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of a Force Majeure Event. The Fund Trust shall indemnify and hold MSIMthe Administrator and its directors, officers, agents and third parties providing services employees (collectively the “Indemnitees”) harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which the Administrator is authorized to rely pursuant to the terms of this Agreement, or for any action taken or omitted by it in good faith, provided that such action or omission is consistent with the standard of care applicable to the Administrator under this Agreement and the Indemnitees have not acted with negligence or bad faith or engaged in fraud or willful misconduct in connection with the Losses in question. Upon the occurrence of any event which causes or may cause any Loss to the other party, each party shall (and shall cause its agents to) use all commercially reasonable efforts and take all reasonable steps under the circumstances to mitigate the effect of such event and to avoid continuing harm to the other party. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement. The Administrator need not maintain any insurance for the benefit of the Fund through arrangements with MSIMTrust. The Administrator shall maintain a commercially reasonable level of errors and omissions and fidelity insurance in its reasonable discretion, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by shall provide a certificate of such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject insurance to the indemnification provided above, but, if the Fund elects Trust upon request from time to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expensetime. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) A. MSIM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s 's investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence negligence, bad faith, willful misconduct or willful misconductthe reckless disregard of its obligations under this Agreement. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s 's expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM X.X. Xxxxxx shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance Funds or nonperformance of its duties hereunder unless third parties, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from the gross X.X. Xxxxxx’x xxxxx negligence or willful misconduct. (b) The Fund X.X. Xxxxxx shall not be responsible for, and the Trust shall indemnify and hold MSIMX.X. Xxxxxx and its directors, officers, agents and third parties providing services for employees (collectively the benefit of the Fund through arrangements with MSIM, “Indemnitees”) harmless from and against any and all lossclaims, costliabilities, damage losses, damages, fines, penalties and expenseexpenses, including reasonable out-of-pocket and incidental expenses for counseland legal fees (“Losses”) that may be imposed on, incurred by such person resulting from by, or asserted against, the Indemnitees or any claim, demand, action or omission by it of them in the performance of its its/their duties hereunder hereunder, including but not limited to those arising out of or under such arrangements with MSIMattributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or as a result documents which are received by the Indemnitees and furnished to it or them by or on behalf of acting upon any instructions reasonably believed by any such person to the Funds, and which have been executed prepared or maintained by a duly authorized officer of the Fund or any third party on behalf of the FundFunds; (iii) the Trust’s refusal or failure to comply with the terms of this Agreement or the Trust’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Trust hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, or reliance by the Indemnitees on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) following any instructions or other directions reasonably believed to be requests of the Trust or otherwise duly authorized, and upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vii) the recognition and processing by X.X. Xxxxxx of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Trust and the proper countersignature of any transfer agent or registrar of the Trust; (viii) any delays, inaccuracies, errors in or omissions from information or data provided to X.X. Xxxxxx by the Trust, its investment advisers and/or sub-advisers, and providers of other services such as data services, corporate action services, pricing services or securities brokerage; (ix) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (x) any failure of the Trust’s registration statement relating to the Fund to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Funds’ prospectus; (xi) the actions taken by the Trust, the investment adviser and/or sub-advisers for the Funds, and the Funds’ distributor (if any) in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (xii) all actions, inactions, omissions, or errors caused by third parties to whom the Trust or the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Trust, its investment advisers, distributor, administrator or sponsor. (c) In addition to and not in limitation of paragraph (b) immediately above, the Trust also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of X.X. Xxxxxx’x performance under this Agreement, provided that this indemnification shall the Indemnitees have not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own acted with gross negligence or engaged in willful misconduct. (cd) The Fund will In performing its services hereunder, X.X. Xxxxxx shall be entitled to participate at rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Trust and its own expense in custodians, officers and directors, investment advisers and sub-advisers, investors, agents and other service providers which X.X. Xxxxxx reasonably believes to be genuine, valid and authorized. X.X. Xxxxxx shall also be entitled to consult with and rely on the defense, or, if it so elects, to assume the defense advice and opinions of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by outside legal counsel chosen and public accountants retained by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM as necessary or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expenseappropriate. (de) No provisions of Anything in this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability agreement to the Fund contrary notwithstanding, in no event shall X.X. Xxxxxx be liable for any indirect, incidental, special or its shareholders to which it might otherwise be subject by reason consequential losses or damages of any fraudkind whatsoever (including but not limited to lost profits), willful misfeasance even if X.X. Xxxxxx has been advised of the likelihood of such loss or gross negligence damage and regardless of the form of action in which any such loss or damage may be claimed. This provision shall survive the performance termination of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM A. MSAM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM MSAM shall have no liability for any loss or damage resulting from the performance or nonperformance non-performance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductmisconduct of MSAM, its officers and employees. (b) B. The Fund shall indemnify and hold MSIMMSAM, and third parties providing services for the benefit of the Fund through arrangements with MSIMMSAM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or proceeding arising out of or based upon the Fund’s material breach of this Agreement or material omission by it the Fund in the performance of its duties hereunder or under such arrangements with MSIMMSAM as to which the Fund has received written notice, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to any such loss, cost, damage or expense arising out of or based upon actions or omissions of MSIMMSAM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM MSAM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMMSAM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM MSAM or any of its directors, officers and/or employees, or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSAM against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its or their’ duties or the reckless disregard of its or their obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM J.X. Xxxxxx shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance Fund or nonperformance of its duties hereunder unless third parties, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from the J.X. Xxxxxx’x gross negligence or willful misconduct. (b) The J.X. Xxxxxx shall not be responsible for, and the Fund shall indemnify and hold MSIMJ.X. Xxxxxx and its directors, officers, agents and third parties providing services for employees (collectively the benefit of the Fund through arrangements with MSIM, “Indemnitees”) harmless from and against any and all lossclaims, costliabilities, damage losses, damages, fines, penalties and expenseexpenses, including reasonable out-of-pocket and incidental expenses for counseland legal fees (“Losses”) that may be imposed on, incurred by such person resulting from by, or asserted against, the Indemnitees or any claim, demand, action or omission by it of them in the performance of its its/their duties hereunder hereunder, including but not limited to those arising out of or under such arrangements with MSIMattributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or as documents which are received by the Indemnitees and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund’s refusal or failure to comply with the terms of this Agreement or the Fund’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Fund hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, or reliance by the Indemnitees on telephone or other electronic instructions of any person acting on behalf of a result of acting upon shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) following any instructions or other directions reasonably believed by any such person to have been executed by a duly authorized officer be requests of the Fund or otherwise duly authorized, and upon which J.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vii) the recognition and processing by J.X. Xxxxxx of any Unit certificates which are reasonably believed to bear the proper signatures of the officers of the Fund and the proper countersignature of any transfer agent or registrar of the Fund; (viii) any delays, inaccuracies, errors in or omissions from information or data provided to J.X. Xxxxxx by the Fund, its investment advisers and/or sub-advisers, and providers of other services such as data services, corporate action services, pricing services or securities brokerage; (ix) the offer or sale of Units by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (x) any failure of the Fund’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund’s prospectus; (xi) the actions taken by the Fund, its investment adviser and/or sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (xii) all actions, inactions, omissions, or errors caused by third parties to whom the Fund or the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund, its investment advisers, distributor, administrator or sponsor. (c) In addition to and not in limitation of paragraph (b) immediately above, the Fund also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of J.X. Xxxxxx’x performance under this Agreement, provided that this indemnification shall the Indemnitees have not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross acted with negligence or engaged in willful misconduct. (cd) The Fund will In performing its services hereunder, J.X. Xxxxxx shall be entitled to participate at its own expense in the defenserely on any oral or written instructions, ornotices or other communications, if it so electsincluding electronic transmissions, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if from the Fund elects and its custodians, officers and directors, investment advisers and sub-advisers, investors, agents and other service providers which J.X. Xxxxxx reasonably believes to assume be genuine, valid and authorized in accordance with this Agreement. J.X. Xxxxxx shall also be entitled to consult with and rely on the defense, such defense shall be conducted by advice and opinions of outside legal counsel chosen and public accountants retained by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM as necessary or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expenseappropriate. (de) No provisions of Anything in this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability agreement to the Fund contrary notwithstanding, in no event shall J.X. Xxxxxx be liable for any indirect, incidental, special or its shareholders to which it might otherwise be subject by reason consequential losses or damages of any fraudkind whatsoever (including but not limited to lost profits), willful misfeasance even if J.X. Xxxxxx has been advised of the likelihood of such loss or gross negligence damage and regardless of the form of action in which any such loss or damage may be claimed. This provision shall survive the performance termination of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM a. The Bank shall be responsible hereunder for the performance of only such duties as are set forth herein and shall have no responsibility for the actions or contemplated herein activities of any other party including other service providers not acting upon instructions of, at the direction of, or contained in instructions given to it which are not contrary to this Agreementreliance upon the Bank. MSIM The Bank shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely except for losses, costs, damages and expenses, including reasonable expenses for counsel, caused by or resulting from the gross negligence or willful misconductmisconduct of the Bank, its officers or employees. In any event, the Bank's liability shall be limited to its total annual compensation earned and fees paid during the preceding twenty-four months for any liability suffered by the Investment Adviser or the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling. (b) b. The Investment Adviser and the Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Bank harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund Investment Adviser or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMthe Bank, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) c. The Investment Adviser and the Fund will be entitled to participate at its their own expense in the defense, or, if it either so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Investment Adviser or the Fund elects to assume the defense of any such suit and retain such counsel, MSIM the Bank or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, suit may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund Investment Adviser or the Fund, as the case may be, shall have specifically authorizes in writing authorized the retaining of such counsel at the Fund’s expensecounsel. (d) No provisions d. The indemnification contained herein shall survive the termination of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement. e. This Section 8 shall not apply with respect to services covered by the Custodian Agreement or the Transfer Agency and Services Agreement.

Limitation of Liability and Indemnification. (a) MSIM 5.01 The duties of the Administrator shall be confined to those expressly set forth in this Agreement, and no implied duties are assumed by or may be asserted against the Administrator. In the absence of gross negligence, bad faith or fraud or reckless disregard of its obligations or duties in the performance of the Services and subject to Section 5.09 of this Agreement, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties under this Agreement. As used in this Section 5, the term "Administrator" shall include the officers, directors, employees, affiliates, subcontractors, and agents of the Administrator as well as that entity itself. Fund shall be solely responsible for its compliance with applicable investment policies, and any laws and regulations governing the manner in which its assets may be invested, and shall be responsible hereunder for any losses attributable to non-compliance with any such policies, laws and regulations. The Administrator shall not in any circumstances be liable for any indirect, special, punitive or consequential damages of any nature whatsoever. The Administrator shall not be responsible for any inaccuracy, failure or delay in the performance of only any of its obligations under this Agreement to the extent such duties as are set forth inaccuracy, failure or contemplated herein delay was due to the inaccuracy, failure or contained delay of Fund or its agent in instructions given to it which are not contrary to the performance of Fund's obligations under this Agreement. MSIM Each party shall have no liability the duty to mitigate its damages for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductwhich another party may become responsible. (b) The 5.02 Fund shall indemnify and hold MSIMharmless the Administrator from and against any and all actions, suits and claims, whether groundless or otherwise, and third parties providing services for the benefit from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it Administrator in the performance of carrying out its duties hereunder or under such arrangements with MSIM, or as a result of acting the Administrator's reliance upon any instructions instructions, notice or instrument that the Administrator reasonably believed believes is genuine and signed or presented by any such person to have been executed by a duly an authorized officer Person of the Fund or of the Fund’s investment advisers, ; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator's bad faith, fraud or gross negligence in the performance of the Services or reckless disregard of its obligations or duties in the performance of the Services; (ii) any violation by Fund or Fund's Sponsor of any applicable investment policy, law or regulation; (iii) any misstatement or omission in the Fund Data; (iv) any breach by Fund of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of Fund or Fund's former administrator prior to the Effective Date or (vi) any pricing error caused by the failure of a Portfolio's investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any Valuation Information. Fund shall not in any circumstances be liable to the Administrator for any special, punitive or consequential damages of any nature whatsoever. 5.03 Administrator shall indemnify and hold harmless the Fund from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator's gross negligence, fraud, bad faith or reckless disregard of its obligations or duties in the performance of the Services hereunder. The Administrator may apply to Fund, Fund's Sponsor or any Person acting on Fund's behalf at any time for instructions and may, upon prior notice to the Fund, consult counsel for Fund or Fund's Sponsor or with accountants, counsel and, upon prior notice to the Fund, other experts with respect to any matter arising in connection with the Administrator's duties hereunder, and subject to the standard of care set forth in Section 5.01, the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, subject to the standard of care set forth in Section 5.01, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by an authorized Person or Persons of the Fund. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of Fund until receipt of written notice thereof. To the extent that the Administrator consults with Fund counsel pursuant to this provision, any such expense shall be borne by Fund. 5.04 Except as provided in Section 2.03 hereunder, the Administrator shall have no liability for the performance or omissions of MSIMunaffiliated third parties such as, its officersby way of example and not limitation, employees transfer agents, custodians, prime brokers, investment advisers (including, without limitation, the sponsor) or agents in cases sub-advisers, former service providers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by Fund's transfer agent, custodian or prior service providers. 5.05 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, Fund assumes full responsibility for the preparation, contents and distribution of its or their own gross negligence or willful misconductFund Data and its compliance with any applicable laws, rules, and regulations. 5.06 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. Any request for advancement of defense expenses shall include evidence of the expenses incurred by the party seeking indemnification (cthe "Indemnified Party") and shall include or be preceded or accompanied by an undertaking by or on behalf of such party to repay such amounts if it is ultimately determined that such party is not entitled to indemnification under this Agreement. If in any case a party (the "Indemnifying Party") is asked to indemnify or hold the Indemnified Party harmless, the Indemnified Party shall promptly advise Indemnifying Party of the pertinent facts concerning the situation in question, and the Indemnified Party will use all reasonable care to identify and notify Indemnifying Party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.07 The Fund will Indemnifying Party shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability claims subject to this indemnity provision. If the indemnification provided above, but, if the Fund Indemnifying Party elects to assume the defensedefense of any such claim, such the defense shall be conducted by counsel chosen by such party and satisfactory to the FundIndemnified Party, whose approval shall not be unreasonably withheld. In the event that the Fund Indemnifying Party elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If Indemnifying Party does not elect to assume the defense of a suit, it will reimburse the Indemnified Party for the fees and expenses of any counsel retained by the Indemnified Party. 5.08 The Indemnified Party shall in no event confess or settle any claim or make any compromise for which the Indemnifying Party may be required to indemnify the Indemnified Party without the Indemnifying Party's prior written consent. The Indemnified Party shall forfeit its right to such counsel unless at such time indemnification to the extent it takes any action contrary to the foregoing provision. 5.09 Without limiting the foregoing, the Administrator shall correct the effect of accounting or other errors that impact the Administrator's calculation of the Fund's NAV that have a material impact on the Fund's shareholders in accordance with the Fund specifically authorizes in writing NAV error policy attached hereto as Schedule V, as such policy may be amended from time to time upon mutual written agreement of the retaining of such counsel at the Fund’s expenseparties. (d) No 5.10 The provisions of this Agreement Section 5 shall be deemed to protect MSIM or any survive the termination of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM X.X. Xxxxxx shall be responsible hereunder for exercise reasonable care in the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to all of its obligations under this Agreement. MSIM , but shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damage resulting expense suffered by the Funds or third parties, in connection with the matters to which this Agreement relates, except to the extent such loss or expense is caused by or results from the performance X.X. Xxxxxx’x negligence, willful misconduct or nonperformance reckless disregard of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductand obligations. (b) The Fund X.X. Xxxxxx shall not be responsible for, and, to the extent that X.X. Xxxxxx has not acted with negligence, engaged in willful misfeasance or acted in reckless disregard of its obligations and duties, the Trust shall indemnify and hold MSIMX.X. Xxxxxx and its directors, officers, agents and third parties providing services for employees (collectively the benefit of the Fund through arrangements with MSIM, “Indemnitees”) harmless from and against any and all lossclaims, costliabilities, damage losses, damages, fines, penalties and expenseexpenses, including reasonable out-of-pocket and incidental expenses for counseland legal fees (“Losses”) that may be imposed on, incurred by such person resulting from by, or asserted against, the Indemnitees or any claim, demand, action or omission by it of them in the performance of its its/their duties hereunder hereunder, including but not limited to those arising out of or under such arrangements with MSIMattributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) reliance on or use by the Indemnitees of information, records, or documents which are received by the Indemnitees and furnished to it or them by or on behalf of the Funds, other than by employees of X.X. Xxxxxx and which have been prepared or maintained by the Fund, or any third party on behalf of the Funds; (iii) any Fund’s refusal or failure to comply with the terms of this Agreement or lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any material representation or warranty of a Fund hereunder; (v) following any instructions or other directions reasonably believed to be requests of a Fund or otherwise duly authorized, other than by employees of X.X. Xxxxxx, and upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to X.X. Xxxxxx by the Funds, their investment advisers and/or sub-advisers, and providers of other services such as a NSCC, data services, corporate action services, pricing services, or securities brokers, unless such delays, inaccuracies, errors or omissions are the result of acting upon any instructions reasonably believed action by the Indemnitees; (vii) the offer or sale of shares by the Funds in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such person to have been executed shares in such state (1) resulting from activities, actions, or omissions by a duly authorized officer the Trust, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund or Trust prior to the effective date of this Agreement; (viii) any failure of the Trust’s Registration Statement with respect to the Funds, to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder), the Order of Exemption and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund’s investment advisersprospectus, provided that this indemnification obligation to indemnify shall not apply if such statement or omission or alleged statement or omission was made in reliance upon and in conformity with information furnished by X.X. Xxxxxx; (ix) the actions taken by the Funds, their investment adviser and/or sub-advisers, and their distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to actions so comply; and (x) all actions, inactions, omissions, or omissions errors caused by third parties to whom the Trust or the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request of MSIMor as required by the Trust, its officers, employees or agents in cases the investment adviser or sponsor of its or their own gross negligence or willful misconductthe Funds. (c) In addition to and not in limitation of paragraph (b) immediately above, the Trust also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising our of X.X. Xxxxxx’x performance under this Agreement, provided the Indemnitees have not acted with negligence, engaged in willful misconduct or acted with reckless disregard of their obligations and duties. (d) In the event of a claim for indemnification, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that X.X. Xxxxxx will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Fund will Trust shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability claims subject to this indemnity provision. If the indemnification provided above, but, if the Fund Trust elects to assume the defensedefense of any such claim, such the defense shall be conducted by counsel chosen by the FundTrust and satisfactory to X.X. Xxxxxx, whose approval shall not be unreasonably withheld. In the event that the Fund Trust elects to assume the defense of any such suit and suit, retain such counsel, MSIM or and bear the fees and expenses of same, X.X. Xxxxxx, if it desires to retain any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMadditional counsel, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such any additional counsel unless at such time retained by it. If the Fund specifically authorizes in writing Trust does not elect to assume the retaining defense of such a suit, it will reimburse X.X. Xxxxxx for the reasonable fees and expenses of any counsel at retained by X.X. Xxxxxx, and satisfactory to the Fund’s expenseTrust, whose approval shall not be unreasonably withheld. (de) No provisions of this Agreement In performing its services hereunder, X.X. Xxxxxx shall be deemed entitled to protect MSIM rely on any oral or any of its written instructions, notices or other communications, including electronic transmissions, from the Funds and their custodians, officers and directors, officers and/or employeesinvestment adviser and sub-advisers, against liability investors, agents and other service providers which X.X. Xxxxxx reasonably believes to be genuine, valid and authorized. X.X. Xxxxxx shall also be entitled to consult with and rely on the Fund advice and opinions of outside legal counsel and public accountants retained by the Funds, as necessary or its shareholders to which it might otherwise appropriate. (f) In no event shall X.X. Xxxxxx or the Trust be subject by reason liable for any indirect, incidental, special or consequential losses or damages of any fraudkind whatsoever (including but not limited to lost profits), willful misfeasance or gross negligence in the performance of its duties even if X.X. Xxxxxx or the reckless disregard Trust has been advised of its the likelihood of such loss or damage and regardless of the form of action in which any such loss or damage may be claimed. This provision and the indemnity obligations under provided herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. (a) A. MSIM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or willful misconductfrom reckless disregard by it of its obligations and duties under this Agreement. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s 's investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s 's expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraudlack of good faith, or acts involving gross negligence, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations duties under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM The Administrator shall be responsible hereunder for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or contemplated herein or contained in instructions given to it which are not contrary to this Agreementactivities of any other party, including other service providers. MSIM The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder. In any event, the Administrator's liability under this Agreement shall be limited to its total annual compensation earned with respect to the Fund and fees payable hereunder during the preceding twelve months for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by such person the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund or of by the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMthe Administrator, its officers, officers or employees or agents in cases of its or their own gross negligence or willful misconduct. (c) . The Fund will be entitled to participate at in its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM the Administrator or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMpersons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time (i) the Fund shall have specifically authorizes in writing authorized the retaining of such counsel at or (ii) the Fund’s expense. (d) No provisions Administrator shall have determined in good faith that the retention of this Agreement such counsel is required as a result of a conflict of interest. The indemnification contained herein shall be deemed to protect MSIM or any survive the termination of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM A. MAS shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM MAS shall have no liability for any loss or damage resulting from the performance or nonperformance non- performance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductmisconduct of MAS, its officers and employees. (b) B. The Fund shall indemnify and hold MSIMMAS, and third parties providing services for the benefit of the Fund through arrangements with MSIMMAS, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or proceeding arising out of or based upon the Fund's material breach of this Agreement or material omission by it the Fund in the performance of its duties hereunder or under such arrangements with MSIMMAS as to which the Fund has received written notice, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s 's investment advisers, provided that this indemnification shall not apply to any such loss, cost, damage or expense arising out of or based upon actions or omissions of MSIMMAS, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM MAS or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMMAS, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s 's expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM MAS or any of its directors, officers and/or employees, or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MAS against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its or their' duties or the reckless disregard of its or their obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM X.X. Xxxxxx shall not be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability liable for any loss error of judgment or damage resulting from mistake of law or for any Loss (as defined below) suffered by the performance Transfer Agent or nonperformance of its duties hereunder unless solely third parties, in connection with the matters to which this Agreement relates, except for a Loss or expense caused by or resulting from the gross negligence or X.X. Xxxxxx’x negligence, bad faith, willful misconduct, or breach of this Agreement. (b) The Fund X.X. Xxxxxx shall not be responsible for, and the Transfer Agent shall indemnify and hold MSIM, X.X. Xxxxxx and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employeesand employees (collectively the “JPM Indemnitees”) harmless from and against any and all claims, against liability to liabilities, losses, damages, fines, penalties and expenses, including reasonable out-of-pocket and incidental expenses and reasonable legal fees (“Loss” or “Losses”) that may be imposed on, incurred by, or asserted against, the Fund JPM Indemnitees or its shareholders to which it might otherwise be subject by reason any of any fraud, willful misfeasance them in connection with or gross negligence in arising out of the X.X. Xxxxxx’x Indemnitees performance of its duties or the reckless disregard of its obligations under this Agreement, provided the JPM Indemnitees have not acted with negligence or in bad faith, engaged in willful misconduct, or except to the extent the Loss was caused by a JPM Indemnitee’s breach of this Agreement. In no event shall (i) the Transfer Agent indemnify the JPM Indemnitees from or against any Loss (or any claim for a Loss) to the extent such Loss is described in Section 6(e) of this Agreement and (ii) the JPM Indemnitees shall use all commercially reasonable endeavors to mitigate any Loss for which indemnity is sought hereunder (provided, however, that reasonable expenses incurred with respect to such mitigation shall be Losses subject to indemnification hereunder).

Limitation of Liability and Indemnification. (a) MSIM Chase shall be responsible hereunder for the performance of only such use reasonable care in performing its duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to under this Agreement. MSIM Chase shall have no liability for not be in violation of this Agreement with respect to any loss or damage resulting from the performance or nonperformance matter as to which it has satisfied its duty of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductreasonable care. (b) The Chase shall indemnify Fund for its direct damages, excluding attorneys fees and costs, to the extent they result from Chase's breach of any representation or warrant hereunder or Chase's negligence or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under no circumstances shall Chase be liable for any indirect, consequential or special damages (including, without limitation, lost profits) of any form, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. (c) Without limiting subsections (a) and (b) above, Chase shall not be responsible for, and Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Chase harmless from and against, any and all losslosses, costdamages, damage costs, reasonable attorneys' fees and expenseexpenses, including reasonable payments, expenses for counsel, and liabilities incurred by such person resulting from Chase, any claimof its agents, demand, action or omission by it Fund's agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Chase or its duties hereunder officers or under such arrangements with MSIMagents required to be taken pursuant to this Agreement; (ii) the reasonable reliance on or use by Chase or its officers or agents of information, records, or as documents which are received by Chase or its officers or agents and furnished to it or them by or on behalf of Fund, and which have been prepared or maintained by Fund or any third party on behalf of Fund; (iii) Fund's refusal or failure to comply with the terms of this Agreement or Fund's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of Fund hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, or reliance by Chase on telephone or other electronic instructions of any person acting on behalf of a result of acting upon shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) the reliance by Chase, its officers or agents on any instructions share certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of Fund; (vii) any delays, inaccuracies, errors in or omissions from information or data provided to Chase by data, corporate action pricing services or securities brokers and dealers; (viii) the offer or sale of shares by Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such person to have been executed shares in such state (1) resulting from activities, actions, or omissions by a duly authorized officer of the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of Fund prior to the effective date of this Agreement; (ix) any failure of Fund’s 's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectuses; (x) the actions taken by Fund, its investment adviser, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (xi) all actions, inactions, omissions, or errors caused by third parties to whom Chase or Fund have assigned any rights and/or delegated any duties under this Agreement at the request of or as required by Fund, its investment advisers, provided distributor, administrator or sponsor. Notwithstanding subsection (a) above, it is expressly understood and agreed that Chase has no duty or obligation of reasonable care with respect to any of the activities described in clauses (iii), (iv), (vii), (viii), (ix), (x) or (xi) of this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. subsection (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense). (d) No provisions of Chase is authorized to act under this Agreement shall (or to refrain from taking action) in accordance with the instructions received by Chase from Fund and its officers, employees, investors, shareholders, agents and service providers which Chase reasonably believes to be deemed genuine, valid and authorized ("Authorized Persons"), via telephone, facsimile transmission, or other teleprocess or electronic instruction system acceptable to protect MSIM Chase ("Instructions"). Chase will have no responsibility for the authenticity or propriety of any Instructions that Chase believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Chase may specify. Fund authorizes Chase to accept and act upon any Instructions received by it from Authorized Persons without inquiry. Fund will indemnify Chase against, and hold it harmless from, any losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities incurred by Chase or any of its directorsagents that may be imposed on, officers and/or employeesincurred by, or asserted against liability to the Fund Chase or its shareholders to which it might otherwise be subject by reason agents as a result of any fraud, willful misfeasance action or gross negligence omission taken in accordance with any Instructions or other directions upon which Chase is authorized to rely under the performance terms of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM A. Except as provided in this Section, no party to this Agreement shall be responsible hereunder assume any additional liability of any kind due to its execution of this Agreement or its participation in the HMIS system. It is the intent of the parties that each party shall remain liable, to the extent provided by law, regarding its own acts and omissions; but that no party shall assume additional liability on its own behalf or liability for the performance acts of only such duties as are set forth any other person or contemplated herein or contained entity through participation in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability HMIS except for any loss or damage resulting from the performance or nonperformance acts and omissions of its duties hereunder unless solely caused by own employees, volunteers, agents or resulting from the gross negligence or willful misconduct. (b) contractors. The Fund shall indemnify and hold MSIM, and third parties providing services specifically agree that this Agreement is for the benefit of the Fund through arrangements with MSIMparties only and creates no rights in any third party. B. Agency agrees to indemnify, defend and hold harmless from all loss, cost, damage and expenseIHCDA, including reasonable expenses for counselits directors, incurred by such person resulting officers, employees, representatives, and agents from and against any claimand all claims and liabilities (including, demandwithout limitation, action all damages, costs, and expenses, including legal fees and disbursements paid or omission by it in incurred) arising from the performance of its duties hereunder intentional acts or under such arrangements with MSIMomissions, negligence, or as a result strict liability of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMAgency, its directors, officers, employees employees, representatives, or agents in cases agents, or Agency's breach of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in this Agreement. This Section shall survive the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions termination of this Agreement for any reason. C. Without limiting any other provision of this Agreement, Agency and its Users shall be deemed to protect MSIM solely responsible for all decisions and actions taken or not taken involving services, treatment, patient care, utilization management, and quality management for their respective patients and Clients resulting from or in any of its directors, officers and/or employees, against liability way related to the Fund use of the HMIS or the Information made available thereby. Agency and Users shall have no recourse against, and hereby waive, any claims against IHCDA for any loss, damage, claim or cost relating to or resulting from its shareholders own use or misuse of the HMIS. D. HMIS uses available technology to match Client identities with their records in the HMIS to provide Agencies with Client information. Because Client information is maintained in multiple places and because not all Client information is kept in a standard fashion, it is possible that false matches may occur or that there may be errors or omissions in the information provided to Agency. To that end, it is incumbent upon the Agency and its Users to verify the Client's information before the Information is relied upon in providing services to a Client. Neither IHCDA nor the HMIS in general independently verifies or reviews the information transmitted through the HMIS for accuracy or completeness. Further, neither IHCDA nor the HMIS in general make any representations or promises regarding the continued participation of any particular Agency in the HMIS. Agencies may be added to or deleted from the HMIS at any time and such changes may be beyond the control of IHCDA or the HMIS and may occur without prior notice to Agency. E. Agency acknowledges and agrees that the HMIS is an information management tool only and that it contemplates and requires the involvement of qualified Agencies and Users. Agency further acknowledges and agrees that IHCDA has not represented its services as having the ability to perform any tasks that constitute the practice of medicine or of other professional or academic disciplines. IHCDA shall not be responsible for any errors, misstatements, inaccuracies, or omissions regarding the content of the HMIS, although every effort has been made to ensure its quality and accuracy. Agency assumes all risk for selection and use of the content in the HMIS. F. All data to which it might otherwise be access is made through the HMIS originates from Participating Agencies, and not from IHCDA. All such data is subject by reason to change arising from numerous factors, including without limitation, changes to Client information made at the request of the Client, changes in the Client’s condition, the passage of time and other factors. IHCDA neither initiates the transmission of any frauddata nor monitors the specific content of data being transmitted. Without limiting any other provision of this Agreement, willful misfeasance IHCDA shall have no responsibility for or gross negligence in liability related to the performance accuracy, content, currency, completeness, content or delivery of its duties any data either provided by Agency, or the reckless disregard of its obligations under used by Agency, pursuant to this Agreement. G. Access to the HMIS and the information obtained by Agency pursuant to the use of those services are provided “as is” and “as available.” Agency is solely responsible for any and all acts or omissions taken or made in reliance on the HMIS or the information in the HMIS, including inaccurate or incomplete information. It is expressly agreed that in no event shall IHCDA be liable for any special, indirect, consequential, or exemplary damages, including but not limited to, loss of profits or revenues, loss of use, or loss of information or data, whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability, or any other theories of liability, even if IHCDA has been apprised of the possibility or likelihood of such damages occurring. IHCDA disclaims any and all liability for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers or the HMIS.

Limitation of Liability and Indemnification. (a) MSIM A. Investors Capital shall provide its services in a professional manner customarily provided by leading mutual fund administration companies. Investors Capital shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it by the Fund which are not contrary to this AgreementAgreement or that are mutually agreed upon by both parties to this agreement. MSIM Investors Capital shall have no liability for any loss or damage resulting from the performance or nonperformance non-performance of its duties hereunder unless solely caused by or resulting from the negligence or misconduct of Investors Capital, its officers or employees or the violation by any of such persons of this Agreement. In any event, Investors Capital shall not be liable for any consequential damages, except to the extent resulting from its gross negligence negligence, bad faith, or willful misconduct. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Investors Capital harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person it resulting from any claim, demand, action or suit in connection with any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMInvestors Capital , its officers, officers or employees or agents in cases of its or their own gross negligence negligence, bad faith, or willful misconductmisconduct or the violation by any of such persons of this Agreement. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, and if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM Investors Capital or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMpersons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund shall have specifically authorizes in writing authorized the retaining of such counsel at the Fund’s expensecounsel. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM X.X. Xxxxxx shall be responsible hereunder for exercise reasonable care in the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to all of its obligations under this Agreement. MSIM , but shall have no liability not be liable for any error of judgment or mistake of law or for any loss or damage resulting expense suffered by the Funds or third parties, in connection with the matters to which this Agreement relates, except to the extent such loss or expense is caused by or results from the performance X.X. Xxxxxx’x negligence, willful misconduct or nonperformance reckless disregard of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductand obligations. (b) The Fund X.X. Xxxxxx shall not be responsible for, and, to the extent that X.X. Xxxxxx has not acted with negligence, engaged in willful misfeasance or acted in reckless disregard of its obligations and duties, the Trust shall indemnify and hold MSIMX.X. Xxxxxx and its directors, officers, agents and third parties providing services for employees (collectively the benefit of the Fund through arrangements with MSIM, “Indemnitees”) harmless from and against any and all lossclaims, costliabilities, damage losses, damages, fines, penalties and expenseexpenses, including reasonable out-of-pocket and incidental expenses for counseland legal fees (“Losses”) that may be imposed on, incurred by such person resulting from by, or asserted against, the Indemnitees or any claim, demand, action or omission by it of them in the performance of its its/their duties hereunder hereunder, including but not limited to those arising out of or under such arrangements with MSIMattributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) reliance on or use by the Indemnitees of information, records, or documents, including without limitation the Trust’s Proprietary Information or any Work Product derived therefrom (as defined in Subsections 17(e) and (f), respectively) which are received by the Indemnitees and furnished to it or them by or on behalf of the Funds, other than by employees of X.X. Xxxxxx and which have been prepared or maintained by the Fund, or any third party on behalf of the Funds; (iii) any Fund’s refusal or failure to comply with the terms of this Agreement or lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any material representation or warranty of a Fund hereunder; (v) following any instructions or other directions reasonably believed to be requests of a Fund or otherwise duly authorized, other than by employees of X.X. Xxxxxx, and upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to X.X. Xxxxxx by the Funds, their investment advisers and/or sub-advisers, and providers of other services such as NSCC, data services, corporate action services, pricing services, or securities brokers, unless such delays, inaccuracies, errors or omissions are the result of acting upon any instructions reasonably believed action by the Indemnitees; (vii) the offer or sale of shares by the Funds in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such person to have been executed shares in such state (1) resulting from activities, actions, or omissions by a duly authorized officer the Trust, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund or Trust prior to the effective date of this Agreement; (viii) any failure of the Trust’s Registration Statement with respect to the Funds, to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder), the Order of Exemption and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund’s investment advisersprospectus, provided that this indemnification obligation to indemnify shall not apply if such statement or omission or alleged statement or omission was made in reliance upon and in conformity with information furnished by X.X. Xxxxxx; (ix) the actions taken by the Funds, their investment adviser and/or sub-advisers, and their distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to actions so comply; and (x) all actions, inactions, omissions, or omissions errors caused by third parties to whom the Trust or the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request of MSIMor as required by the Trust, its officers, employees or agents in cases the investment adviser or sponsor of its or their own gross negligence or willful misconductthe Funds. (c) In addition to and not in limitation of paragraph (b) immediately above, the Trust also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising our of X.X. Xxxxxx’x performance under this Agreement, provided the Indemnitees have not acted with negligence, engaged in willful misconduct or acted with reckless disregard of their obligations and duties. (d) In the event of a claim for indemnification, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that X.X. Xxxxxx will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Fund will Trust shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability claims subject to this indemnity provision. If the indemnification provided above, but, if the Fund Trust elects to assume the defensedefense of any such claim, such the defense shall be conducted by counsel chosen by the FundTrust and satisfactory to X.X. Xxxxxx, whose approval shall not be unreasonably withheld. In the event that the Fund Trust elects to assume the defense of any such suit and suit, retain such counsel, MSIM or and bear the fees and expenses of same, X.X. Xxxxxx, if it desires to retain any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMadditional counsel, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such any additional counsel unless at such time retained by it. If the Fund specifically authorizes in writing Trust does not elect to assume the retaining defense of such a suit, it will reimburse X.X. Xxxxxx for the reasonable fees and expenses of any counsel at retained by X.X. Xxxxxx, and satisfactory to the Fund’s expenseTrust, whose approval shall not be unreasonably withheld. (de) No provisions of this Agreement In performing its services hereunder, X.X. Xxxxxx shall be deemed entitled to protect MSIM rely on any oral or any of its written instructions, notices or other communications, including electronic transmissions, from the Funds and their custodians, officers and directors, officers and/or employeesinvestment adviser and sub-advisers, against liability investors, agents and other service providers which X.X. Xxxxxx reasonably believes to be genuine, valid and authorized. X.X. Xxxxxx shall also be entitled to consult with and rely on the Fund advice and opinions of outside legal counsel and public accountants retained by the Funds, as necessary or its shareholders to which it might otherwise appropriate. (f) In no event shall X.X. Xxxxxx or the Trust be subject by reason liable for any indirect, incidental, special or consequential losses or damages of any fraudkind whatsoever (including but not limited to lost profits), willful misfeasance or gross negligence in the performance of its duties even if X.X. Xxxxxx or the reckless disregard Trust has been advised of its the likelihood of such loss or damage and regardless of the form of action in which any such loss or damage may be claimed. This provision and the indemnity obligations under provided herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. (a) MSIM The Administrator shall be responsible hereunder for the performance of only such duties as are set forth in this Agreement and except as otherwise provided under Section 6, shall have no responsibility for the actions or contemplated herein or contained in instructions given to it which are not contrary to this Agreementactivities of any other party, including other service providers. MSIM The Administrator shall have no liability for any error of judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any consequential damages of any kind whatsoever (bincluding, without limitation, attorney's fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator's liability under this Agreement shall be limited to an amount equal to its total annual compensation earned and fees paid hereunder during the preceding twelve months multiplied by two and one-half (2.5) for any liability or loss suffered by the Fund or any Investment Fund including, but not limited to, any liability relating to qualification of the Fund or one of the Investment Funds as a regulated investment company or any liability relating to the Fund's and Investment Fund's compliance with any federal or state tax or securities statute, regulation or ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Investment Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by such person the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement on behalf of such Investment Fund, any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of by the Fund or of the on such Investment Fund’s investment advisers's behalf, provided that this indemnification shall not apply to actions or omissions of MSIMthe Administrator, its officers, officers or employees or agents in cases of its or their own gross negligence or willful misconduct. (c) . The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM the Administrator or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMpersons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time (i) the Fund shall have specifically authorizes in writing authorized the retaining of such counsel at or (ii) the Fund’s expense. (d) No provisions Administrator shall have determined in good faith that the retention of this Agreement such counsel is required as a result of a conflict of interest. The indemnification contained herein shall be deemed to protect MSIM or any survive the termination of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM The Administrator shall be responsible hereunder for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or contemplated herein or contained in instructions given to it which are not contrary to this Agreementactivities of any other party, including other service providers. MSIM The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (bincluding, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, the Administrator's liability under this Agreement shall be limited to its total annual compensation earned and fees paid hereunder during the preceding twelve months for any liability or loss suffered by the Funds including, but not limited to, any liability relating to qualification of the Funds as a regulated investment company or any liability relating to the Funds' compliance with any federal or state tax or securities statute, regulation or ruling. The Fund Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Funds shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by such person the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of by the Fund or of the Fund’s investment advisersFunds, provided that this indemnification shall not apply to actions or omissions of MSIMthe Administrator, its officers, officers or employees or agents in cases of its or their own gross negligence or willful misconduct. (c) . The Fund will be entitled to participate at its own expense in indemnification contained herein shall survive the defense, or, if it so elects, to assume the defense termination of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. LFW, its officers, directors, trustees, employees, agents or designees (athe "LFW Group") MSIM shall not be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability liable for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claimEEJ occasioned by acts performed (or not performed) by them, demandor advice or assistance given by them, action or omission by it in good faith in the performance of its their duties hereunder hereunder, and in any event shall be liable only for willful wrongdoing or under such arrangements with MSIMgross negligence and not for honest errors of judgment; provided, however, that in no event shall LFW be held liable for any consequential damages or for any loss suffered by EEJ or by any third party, and provided further that the amount of damages claimed in respect of all breaches of contract that may occur during one fiscal year in regard to EEJ shall not exceed the costs in Section 4 that EEJ owes and/or has paid to LFW for the calendar year during which the breach of contract has occurred. EEJ agrees to indemnify and hold harmless the LFW Group against all costs, damages, judgments, attorneys' fees, expenses, obligations, and liabilities of every kind and nature that they or any of them may incur, sustain or be required to pay that arise as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions EEJ's errors or omissions (unless such costs, damages, judgments, fees, expenses, obligations or liabilities that are incurred in connection with or arise out of MSIM, LFW's willful wrongdoing or gross negligence). EEJ and its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or trustees, employees, against liability to agents or designees (the Fund "EEJ Group") shall not be liable for any loss incurred by LFW occasioned by acts performed (or its shareholders to which it might otherwise be subject not performed) by reason of any fraudthem, willful misfeasance or gross negligence advice or assistance given by them, in good faith in the performance of their duties hereunder, and in any event shall be liable only for willful wrongdoing or gross negligence and not for honest errors of judgment. LFW agrees to indemnify and hold harmless EEJ, and its duties officers, directors, trustees, agents or designees, arising from LFW's errors or omissions against all costs, damages, judgments, attorneys' fees, expenses, obligations and liabilities of every kind and nature which they or any of them may incur, sustain or be required to pay (unless such costs, damages, judgments, fees, expenses, obligations or liabilities are incurred in connection with or arise out of EEJ's willful wrongdoing or gross negligence). This section 14 shall survive the reckless disregard termination of its obligations under this AgreementMOA.

Limitation of Liability and Indemnification. (a) MSIM In no event shall be responsible hereunder for the performance Hoverfish’s liability to Buyer arising out of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary relating to this Agreement or any use of the Product exceed the total amount paid by Buyer to Hoverfish under this Agreement, regardless of whether Buyer’s claim is based on contract, tort, product liability, strict liability or any other theory. MSIM Further, Hoverfish shall have no liability not be liable for any loss incidental, consequential, punitive, exemplary, special or damage resulting from indirect damages arising out of or relating to this Agreement or any use of the performance or nonperformance of its duties hereunder unless solely caused Product. To the fullest extent permitted by or resulting from the gross negligence or willful misconduct. (b) The Fund law, Buyer shall indemnify and hold MSIMHoverfish, Hoverfish’s owners and affiliates, and third parties providing services for their respective officers, directors, employees, agents, shareholders, members, managers, successors and assigns (collectively, the benefit “Indemnitees”) harmless against any and all causes of the Fund through arrangements with MSIMaction, harmless from all lossclaims, costlosses, damage costs, expenses, liabilities, litigation, damages or other expenses (including, but not limited to, settlement costs and expenseattorneys’ fees) arising directly or indirectly from, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of, or in connection with use of acting upon the Product (notwithstanding any instructions reasonably believed claims that the Indemnitees are or were negligent). Buyer agrees that with respect to any threatened or actual litigation, proceeding or dispute which could directly or indirectly affect any of the Indemnitees, the Indemnitees shall have the right, but not the obligation, in their discretion, to: (i) choose counsel, (ii) direct, manage and/or control the handling of the matter; and (iii) settle on behalf of one or more of the Indemnitees any claim against the Indemnitees. All canceled checks, receipts, receipted bills or other evidence of payments for any such losses, liabilities, costs, damages, charges or expenses of whatsoever nature incurred by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense Indemnitee shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense taken as indisputable evidence of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the FundBuyer’s expenseobligation hereunder. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM J.X. Xxxxxx shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance Fund or nonperformance of its duties hereunder unless third parties, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from the J.X. Xxxxxx’x gross negligence or willful misconduct. (b) The J.X. Xxxxxx shall not be responsible for, and the Fund shall indemnify and hold MSIMJ.X. Xxxxxx and its directors, officers, agents and third parties providing services for employees (collectively the benefit of the Fund through arrangements with MSIM, “Indemnitees”) harmless from and against any and all lossclaims, costliabilities, damage losses, damages, fines, penalties and expenseexpenses, including reasonable out-of-pocket and incidental expenses for counseland legal fees (“Losses”) that may be imposed on, incurred by such person resulting from by, or asserted against, the Indemnitees or any claim, demand, action or omission by it of them in the performance of its its/their duties hereunder hereunder, including but not limited to those arising out of or under such arrangements with MSIMattributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or as documents which are received by the Indemnitees and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund’s refusal or failure to comply with the terms of this Agreement or the Fund’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Fund hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, or reliance by the Indemnitees on telephone or other electronic instructions of any person acting on behalf of a result of acting upon shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) following any instructions or other directions reasonably believed by any such person to have been executed by a duly authorized officer be requests of the Fund or otherwise duly authorized, and upon which J.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vii) the recognition and processing by J.X. Xxxxxx of any Unit certificates which are reasonably believed to bear the proper signatures of the officers of the Fund and the proper countersignature of any transfer agent or registrar of the Fund; (viii) any delays, inaccuracies, errors in or omissions from information or data provided to J.X. Xxxxxx by the Fund, its investment advisers and/or sub-advisers, and providers of other services such as data services, corporate action services, pricing services or securities brokerage; (ix) the offer or sale of Units by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (x) any failure of the Fund’s registration statement to materially comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in the Fund’s Prospectus; (xi) the actions taken by the Fund, its investment adviser and/or sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (xii) all actions, inactions, omissions, or errors caused by third parties to whom the Fund or the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund, its investment advisers, distributor, administrator or sponsor. (c) In addition to and not in limitation of paragraph (b) immediately above, the Fund also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of J.X. Xxxxxx’x performance under this Agreement, provided that this indemnification shall the Indemnitees have not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross acted with negligence or engaged in willful misconduct. (cd) The Fund will In performing its services hereunder, J.X. Xxxxxx shall be entitled to participate at its own expense in the defenserely on any oral or written instructions, ornotices or other communications, if it so electsincluding electronic transmissions, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if from the Fund elects and its custodians, officers and directors, investment advisers and sub-advisers, investors, agents and other service providers which J.X. Xxxxxx reasonably believes to assume be genuine, valid and authorized in accordance with this Agreement. J.X. Xxxxxx shall also be entitled to consult with and rely on the defense, such defense shall be conducted by advice and opinions of outside legal counsel chosen and public accountants retained by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM as necessary or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expenseappropriate. (de) No provisions of Anything in this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability agreement to the contrary notwithstanding, in no event shall J.X. Xxxxxx or the Fund be liable for any indirect, incidental, special or its shareholders to which it might otherwise be subject by reason consequential losses or damages of any fraudkind whatsoever (including but not limited to lost profits), willful misfeasance or gross negligence in the performance of its duties even if J.X. Xxxxxx or the reckless disregard Fund as applicable has been advised of its obligations under the likelihood of such loss or damage and regardless of the form of action in which any such loss or damage may be claimed. This provision shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. (a) MSIM a. The Bank shall be responsible hereunder for the performance of only such duties as are set forth herein and shall have no responsibility for the actions or contemplated herein activities of any other party including other service providers not acting upon instructions of, at the direction of, or contained in instructions given to it which are not contrary to this Agreementreliance upon the Bank. MSIM The Bank shall have no liability for any loss or damage losses, costs, damages and expenses, including reasonable expenses for counsel, resulting from the performance or nonperformance of its duties hereunder unless solely except to the extent caused by or resulting from the gross negligence or willful misconductmisconduct of the Bank, its officers or employees. In any event, the Bank's liability shall be limited to its total annual compensation earned and fees paid during the preceding twelve months for any liability suffered by the Adviser or the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling. (b) b. The Adviser and the Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Bank harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund Adviser or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMthe Bank, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) c. The Adviser and the Fund will be entitled to participate at its their own expense in the defense, or, if it either so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Adviser or the Fund elects to assume the defense of any such suit and retain such counsel, MSIM the Bank or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, suit may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund Adviser or the Fund, as the case may be, shall have specifically authorizes in writing authorized the retaining of such counsel at the Fund’s expensecounsel. (d) No provisions d. The indemnification contained herein shall survive the termination of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement. e. This Section 8 shall not apply with respect to services covered by the Custodian Agreement or the Transfer Agency and Services Agreement.

Limitation of Liability and Indemnification. (a) MSIM X.X. Xxxxxx shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) The Fund shall indemnify and hold MSIMFund, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of third parties, in connection with the Fund’s investment advisers, provided that this indemnification shall not apply matters to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions of which this Agreement shall be deemed to protect MSIM relates, except for a loss or any of expense resulting from willful misfeasance, bad faith or negligence on its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence part in the performance of its duties or the from reckless disregard by it of its obligations and duties under this Agreement. (b) Subject to Paragraph 6(a) above, X.X. Xxxxxx shall not be responsible for, and the Fund shall indemnify and hold X.X. Xxxxxx and its directors, officers, agents and employees (collectively the "Indemnitees") harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket and incidental expenses and legal fees ("Losses") that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or documents which are received by the Indemnitees and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Fund hereunder; (v) following any instructions or other directions reasonably believed to be requests of the Fund or otherwise duly authorized, and upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to X.X. Xxxxxx by the Fund, its investment advisers and/or sub-advisers, and providers of other services such as data services, corporate action services, pricing services or securities brokerage; (vii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency 7 with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (viii) any failure of the Fund's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus; (ix) the actions taken by the Fund, its investment adviser and/or sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (x) all actions, inactions, omissions, or errors caused by third parties to whom the Fund or the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund. (c) In addition to and not in limitation of paragraph (b) immediately above, the Fund also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of X.X. Xxxxxx'x performance under this Agreement, provided the Indemnitees have not acted with bad faith, negligence or reckless disregard or engaged in willful misfeasance. (d) In performing its services hereunder, X.X. Xxxxxx shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Fund and its custodians, officers and directors, investment advisers and sub-advisers, investors, agents and other service providers which X.X. Xxxxxx reasonably believes to be genuine, valid and authorized. X.X. Xxxxxx shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel and public accountants retained by the Fund, as necessary or appropriate. (e) Anything in this agreement to the contrary notwithstanding, in no event shall X.X. Xxxxxx be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if X.X. Xxxxxx has been advised of the likelihood of such loss or damage and regardless of the form of action in which any such loss or damage may be claimed. This provision shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. (a) MSIM A. Investors Capital shall provide its services in a professional manner customarily provided by leading mutual fund administration companies. Investors Capital shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it by the Fund which are not contrary to this Agreement. MSIM Investors Capital shall have no liability for any loss or damage resulting from the performance or nonperformance non-performance of its duties hereunder unless solely caused by or resulting from the gross negligence negligence, bad faith or willful misconductmisconduct of Investors Capital, its officers or employees or the violation by any of such persons of this Agreement. In no event, however, shall Investors Capital be liable for any consequential damages including, without limitation, any taxes, penalties, litigation expenses or other loss or damage resulting from the failure by other persons providing services to the Fund to conform to applicable legal or regulatory requirements, or to the Fund's investment policies and restrictions as set forth in its registration statement, notwithstanding that Investors Capital, in the course of carrying out its monitoring duties hereunder, failed to discover such failure. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Investors Capital harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person it resulting from any claim, demand, action or suit in connection with any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMInvestors Capital, its officers, officers or employees or agents in cases of its or their own gross negligence or willful misconductmisconduct or the violation by any of such persons of this Agreement. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, and if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM Investors Capital or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMpersons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time its or their own expense, except that, if the Fund shall have specifically authorizes in writing authorized the retaining of such counsel, then the reasonable expenses for such counsel at shall be reimbursed by the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM 5.01 The duties of the Administrator shall be confined to those expressly set forth in this Agreement, and no implied duties are assumed by or may be asserted against the Administrator. In the absence of gross negligence, bad faith or fraud or reckless disregard of its obligations or duties in the performance of the Services and subject to Section 5.09 of this Agreement, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties under this Agreement. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates, subcontractors, and agents of the Administrator as well as that entity itself. Fund shall be solely responsible for its compliance with applicable investment policies, and any laws and regulations governing the manner in which its assets may be invested, and shall be responsible hereunder for any losses attributable to non-compliance with any such policies, laws and regulations. The Administrator shall not in any circumstances be liable for any indirect, special, punitive or consequential damages of any nature whatsoever. The Administrator shall not be responsible for any inaccuracy, failure or delay in the performance of only any of its obligations under this Agreement to the extent such duties as are set forth inaccuracy, failure or contemplated herein delay was due to the inaccuracy, failure or contained delay of Fund or its agent in instructions given to it which are not contrary to the performance of Fund’s obligations under this Agreement. MSIM Each party shall have no liability the duty to mitigate its damages for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductwhich another party may become responsible. (b) The 5.02 Fund shall indemnify and hold MSIMharmless the Administrator from and against any and all actions, suits and claims, whether groundless or otherwise, and third parties providing services for the benefit from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it Administrator in the performance of carrying out its duties hereunder or under such arrangements with MSIM, or as a result of acting the Administrator’s reliance upon any instructions instructions, notice or instrument that the Administrator reasonably believed believes is genuine and signed or presented by any such person to have been executed by a duly an authorized officer Person of the Fund or of the Fund’s investment advisers, ; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud or gross negligence in the performance of the Services or reckless disregard of its obligations or duties in the performance of the Services; (ii) any violation by Fund or Fund’s Sponsor of any applicable investment policy, law or regulation; (iii) any misstatement or omission in the Fund Data; (iv) any breach by Fund of any representation, warranty or agreement contained in this Agreement; (v) any act or omission of Fund or Fund’s former administrator prior to the Effective Date or (vi) any pricing error caused by the failure of a Portfolio’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any Valuation Information. Fund shall not in any circumstances be liable to the Administrator for any special, punitive or consequential damages of any nature whatsoever. 5.03 Administrator shall indemnify and hold harmless the Fund from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s gross negligence, fraud, bad faith or reckless disregard of its obligations or duties in the performance of the Services hereunder. The Administrator may apply to Fund, Fund’s Sponsor or any Person acting on Fund’s behalf at any time for instructions and may, upon prior notice to the Fund, consult counsel for Fund or Fund’s Sponsor or with accountants, counsel and, upon prior notice to the Fund, other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and subject to the standard of care set forth in Section 5.01, the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of counsel, accountants or other experts. Also, subject to the standard of care set forth in Section 5.01, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by an authorized Person or Persons of the Fund. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of Fund until receipt of written notice thereof. To the extent that the Administrator consults with Fund counsel pursuant to this provision, any such expense shall be borne by Fund. 5.04 Except as provided in Section 2.03 hereunder, the Administrator shall have no liability for the performance or omissions of MSIMunaffiliated third parties such as, its officersby way of example and not limitation, employees transfer agents, custodians, prime brokers, investment advisers (including, without limitation, the sponsor) or agents in cases sub-advisers, former service providers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by Fund’s transfer agent, custodian or prior service providers. 5.05 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, Fund assumes full responsibility for the preparation, contents and distribution of its or their own gross negligence or willful misconductFund Data and its compliance with any applicable laws, rules, and regulations. 5.06 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. Any request for advancement of defense expenses shall include evidence of the expenses incurred by the party seeking indemnification (cthe “Indemnified Party”) and shall include or be preceded or accompanied by an undertaking by or on behalf of such party to repay such amounts if it is ultimately determined that such party is not entitled to indemnification under this Agreement. If in any case a party (the “Indemnifying Party”) is asked to indemnify or hold the Indemnified Party harmless, the Indemnified Party shall promptly advise Indemnifying Party of the pertinent facts concerning the situation in question, and the Indemnified Party will use all reasonable care to identify and notify Indemnifying Party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.07 The Fund will Indemnifying Party shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability claims subject to this indemnity provision. If the indemnification provided above, but, if the Fund Indemnifying Party elects to assume the defensedefense of any such claim, such the defense shall be conducted by counsel chosen by such party and satisfactory to the FundIndemnified Party, whose approval shall not be unreasonably withheld. In the event that the Fund Indemnifying Party elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If Indemnifying Party does not elect to assume the defense of a suit, it will reimburse the Indemnified Party for the fees and expenses of any counsel retained by the Indemnified Party. 5.08 The Indemnified Party shall in no event confess or settle any claim or make any compromise for which the Indemnifying Party may be required to indemnify the Indemnified Party without the Indemnifying Party’s prior written consent. The Indemnified Party shall forfeit its right to such counsel unless at such time indemnification to the Fund specifically authorizes in writing extent it takes any action contrary to the retaining foregoing provision. 5.09 Without limiting the foregoing, the Administrator shall correct the effect of such counsel at accounting or other errors that impact the Administrator’s calculation of the Fund’s expenseNAV that have a material impact on the Fund’s shareholders in accordance with the Fund NAV error policy attached hereto as Schedule V, as such policy may be amended from time to time upon mutual written agreement of the parties. (d) No 5.10 The provisions of this Agreement Section 5 shall be deemed to protect MSIM or any survive the termination of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM X.X. Xxxxxx shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) The Fund shall indemnify and hold MSIMFund, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of third parties, in connection with the Fund’s investment advisers, provided that this indemnification shall not apply matters to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions of which this Agreement shall be deemed to protect MSIM relates, except for a loss or any of its directorsexpense resulting from willful misfeasance, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance bad faith or gross negligence on X.X. Xxxxxx’x part in the performance of its duties or the from reckless disregard by X.X. Xxxxxx of its obligations and duties under this Agreement. Any officer, director, partner, employee or agent of the Fund who is also an officer, director, partner, employee or agent of X.X. Xxxxxx shall be deemed to be rendering services to or acting solely for the Fund, except when rendering services or business in connection with X.X. Xxxxxx’x duties hereunder. (b) Subject to Paragraph 6(a) above, X.X. Xxxxxx shall not be responsible for, and the Fund shall indemnify and hold X.X. Xxxxxx and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket and incidental expenses and legal fees (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or documents which are received by the Indemnitees and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund’s refusal or failure to comply with the terms of this Agreement or the Fund’s lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Fund hereunder; (v) following any instructions or other directions reasonably believed to be requests of the Fund or otherwise duly authorized, and upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to X.X. Xxxxxx by the Fund, its investment advisers and/or sub-advisers, and providers of other services such as data services, corporate action services, pricing services or securities brokerage; (vii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (viii) any failure of the Fund’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund’s prospectus; (ix) the actions taken by the Fund, its investment adviser and/or sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (x) all actions, inactions, omissions, or errors caused by third parties to whom the Fund or the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund. (c) In addition to and not in limitation of paragraph (b) immediately above, the Fund also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of X.X. Xxxxxx’x performance under this Agreement, provided the Indemnitees have not acted with bad faith, gross negligence or reckless disregard or engaged in willful misfeasance. (d) X.X. Xxxxxx shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys’ fees and expenses, payments, expenses and liabilities arising out of or attributable to X.X. Xxxxxx’x refusal or failure to comply with the terms of this Agreement; X.X. Xxxxxx’x breach of any representation or warranty made by it herein; or X.

Limitation of Liability and Indemnification. (a) MSIM The Administrator shall be responsible hereunder for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or contemplated herein or contained in instructions given to it which are not contrary to this Agreementactivities of any other party, including other service providers. MSIM The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) misconduct of the Administrator, its officers or employees. The Administrator shall not be liable for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder. In any event, the Administrator's liability under this Agreement shall be limited to its total annual compensation earned with respect to the Fund and fees payable hereunder during the preceding eighteen months for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling. The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by such person the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund or of by the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMthe Administrator, its officers, officers or employees or agents in cases of its or their own gross negligence or willful misconduct. (c) . The Fund will be entitled to participate at in its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM the Administrator or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMpersons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time (i) the Fund shall have specifically authorizes in writing authorized the retaining of such counsel at or (ii) the Fund’s expense. (d) No provisions Administrator shall have determined in good faith that the retention of this Agreement such counsel is required as a result of a conflict of interest. The indemnification contained herein shall be deemed to protect MSIM or any survive the termination of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM Chase shall be responsible hereunder for the performance of only such use reasonable care in performing its duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to under this Agreement. MSIM Chase shall have no liability for not be in violation of this Agreement with respect to any loss or damage resulting from the performance or nonperformance matter as to which it has satisfied its duty of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductreasonable care. (b) The Chase shall indemnify the Fund for its direct damages, excluding attorneys' fees and costs, to the extent they result from Chase's breach of any representation or warranty set forth in Section 9 hereof or Chase's negligence or willful misconduct in performing its duties as set out in this Agreement. Nevertheless, under no circumstances shall Chase be liable for any indirect, consequential or special damages (including, without limitation, lost profits) of any form, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. (c) Without limiting subsections (a) and (b) above, Chase shall not be responsible for, and the Fund shall indemnify and hold MSIMChase, its officers, directors, agents and third parties providing services for the benefit of the Fund through arrangements with MSIMemployees, harmless from and against, any and all loss, cost, damage and expense, including reasonable expenses for counsel, Liabilities incurred by such person resulting from Chase, any claimof its officers, demanddirectors, action agents or omission by it employees, in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Chase or its duties hereunder officers or under such arrangements with MSIM, agents required to be taken pursuant to this Agreement; (ii) the reasonable reliance on or as a result of acting upon any instructions reasonably believed use by any such person to have been executed by a duly authorized officer of the Fund Chase or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, directors, employees or agents in cases of information, records or documents furnished to it or them by or on behalf of the Fund, which are received by Chase or its officers, directors, employees or their own gross agents and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions or omissions involving negligence or willful misconduct.misfeasance; (civ) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense breach of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM representation or any of its affiliated persons or any third parties providing services for the benefit warranty of the Fund through arrangements hereunder; (v) any delays, inaccuracies, errors in or omissions from information or data provided to Chase by data, corporate action services, pricing services, the Fund, the Investment Adviser, any Lenders, Agent Banks or securities brokers and dealers; (vi) the offer or sale of shares by the Fund in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any federal agency or any state agency with MSIM, named as defendant respect to the offer or defendants in the suit, may retain additional counsel but shall bear the fees and expenses sale of such counsel unless at shares in such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. state (d1) No provisions of this Agreement shall be deemed to protect MSIM resulting from activities, actions or any of its directors, officers and/or employees, against liability to omissions by the Fund or its shareholders other service providers and agents or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to which it might otherwise be subject the effective date of this Agreement; (vii) any failure of the Fund's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectuses; (viii) any actions taken by reason of any fraudthe Fund, willful misfeasance its investment adviser or gross negligence its distributor in the performance of its duties compliance with, or the reckless disregard of its obligations failure to so comply with, applicable securities, tax, commodities and other laws, rules and regulations; and (ix) all actions, inactions, omissions, or errors caused by third parties to whom Chase or the Fund has assigned any rights and/or delegated any duties under this AgreementAgreement at the request of or as required by the Fund, its investment advisers, its distributor, administrator or sponsor. Notwithstanding subsection (a) above, it is expressly understood and agreed that Chase has no duty or obligation of reasonable care with respect to any of the activities described in clauses (iii), (iv), (v), (vi), (vii), (viii) or (ix) of this subsection (c).

Limitation of Liability and Indemnification. (a) MSIM a. The Bank shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM and shall have no responsibility for the actions or activities of any other party including other service providers not acting upon instructions of, at the direction of, or in reliance upon the Bank. The Bank shall have no . liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely except to the extent caused by or resulting from the gross negligence or willful misconductmisconduct of the Bank, its officers or employees. In any event, the Bank's liability shall be limited to its total annual compensation earned and fees paid during the preceding twelve months for any liability suffered by the Manager or the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company or any 5 liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling. (b) b. The Manager and the Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Bank harmless from all loss, cost, damage and expense, including reasonable expenses for f or counsel, incurred by such person the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund Manager or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMthe Bank, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) c. The Manager and the Fund will be entitled to participate at its their own expense in the defense, or, if it either so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Manager or the Fund elects to assume the defense of any such suit and retain such counsel, MSIM the Bank or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, suit may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund Manager or the Fund, as the case may be, shall have-specifically authorizes in writing authorized the retaining of such counsel at the Fund’s expensecounsel. (d) No provisions d. The indemnification contained herein shall survive the termination of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement. e. This Section 8 shall not apply with respect to services covered by the Custodian Agreement or the Transfer Agency and Services Agreement.

Limitation of Liability and Indemnification. (a) MSIM A. AMT Capital shall provide its services in a professional manner customarily provided by leading mutual fund administration companies. AMT Capital shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it by the Fund which are not contrary to this Agreement. MSIM AMT Capital shall have no liability for any loss or damage resulting from the performance or nonperformance non- performance of its duties hereunder unless solely caused by or resulting from the gross negligence negligence, bad faith or willful misconductmisconduct of AMT Capital, its officers or employees or the violation by any of such persons of this Agreement. In no event, however, shall AMT Capital be liable for any consequential damages including, without limitation, any taxes, penalties, litigation expenses or other loss or damage resulting from the failure by other persons providing services to the Fund to conform to applicable legal or regulatory requirements, or to the Fund's investment policies and restrictions as set forth in its registration statement, notwithstanding that AMT Capital, in the course of carrying out its monitoring duties hereunder, failed to discover such failure. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, AMT Capital harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person it resulting from any claim, demand, action or suit in connection with any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMAMT Capital, its officers, officers or employees or agents in cases of its or their own gross negligence or willful misconductmisconduct or the violation by any of such persons of this Agreement. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, and if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM AMT Capital or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMpersons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time its or their own expense, except that, if the Fund shall have specifically authorizes in writing authorized the retaining of such counsel, then the reasonable expenses for such counsel at shall be reimbursed by the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM To the fullest extent permitted under the Articles and Bylaws and the Iowa Business Corporation Act, the Director shall not be responsible hereunder personally liable to the Company or its shareholders for monetary damages for any act of omission in connection with the performance of only his services as a Board member, and the Company shall indemnify the Director against and hold him harmless from any liability to third parties by reason of the fact that he was a Board member. Without limiting the generality of the foregoing, the Company shall indemnify Director to the fullest extent permitted by law against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such duties as are set forth Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Director or contemplated herein on his behalf in connection with any Proceeding or contained any claim, issue or matter therein, if Director acted in instructions given good faith and in a manner he reasonably believed to it which are be in or not contrary opposed to this Agreement. MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance best interests of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductCompany. (b) The Fund shall indemnify Notwithstanding any other previsions of this Agreement :except Section 5(d), to the extent that Director is a party to (or a participant in) and hold MSIMis successful, and third parties providing services for on the benefit merits or otherwise, in any Proceeding or in defense of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demandissue or matter therein, action in whole or omission in part, the Company shall indemnify Director against all Expenses actually and reasonably incurred by it him in connection therewith. If Director is not wholly successful in such Proceeding but is successful, on the performance merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify, to the fullest extent permitted by law, Director against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If Director is not wholly successful in such Proceeding, the Company also shall indemnify, to the fullest extent permitted by law, Director against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue or matter on which Director was successful. For purposes of its duties hereunder this Section 5 and without limitation, the termination of any claim, issue or under matter in such arrangements a Proceeding by dismissal, with MSIMor without prejudice, shall be deemed to be a successful result as to such claim, issue or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconductmatter. (c) The Fund will Notwithstanding any provision of this Agreement to the contrary except Section 5(d), the Company shall advance the Expenses incurred by Director in connection with any Proceeding in accordance with the Company’s standard accounting practice after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Director’s ability to repay the expenses and without regard to Director’s ultimate entitlement to indemnification hereunder or under the Articles and Bylaws or any applicable law. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including. Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. Director shall qualify for advances solely upon the execution and delivery to the Company of (i) an undertaking providing that Director undertakes to repay all advances to the extent that it is ultimately determined by a final decision by a court of competent jurisdiction that Director is not entitled to be indemnified by the Company, and (ii) an affirmation of the Director’s good faith belief that he has met the applicable standard of conduct that is necessary to be entitled to participate at its own expense indemnification by the Company. (d) Notwithstanding any other provisions of this Agreement, if Director intends to seek indemnification of Expenses, judgments, fines penalties or other amounts from the Company with respect to any Proceeding, except a Proceeding brought by or in the defenseright of the Company, or, if it so elects, then he shall promptly notify the Company after he first becomes aware of such Proceeding. The Company shall thereafter have the right to assume the defense of any suit brought to enforce any liability subject to Director in such Proceeding with counsel selected by the indemnification provided above, but, if Company. If the Fund Company elects to assume the such defense, such defense then the Company shall not be conducted liable to Director for any fees or Expenses of any separate counsel retained. by counsel chosen by Director, except as provided in the Fundfollowing sentence. In the event that (i) the Fund elects Company fails to assume the defense of any a Proceeding, or (ii) in a Proceeding the Director reasonably determines that having counsel selected by the Company would constitute an unwaivable conflict of interest, then Director may engage separate legal counsel reasonably acceptable to the Company to represent and defend Director in such suit proceeding, and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services the Company shall indemnify Director for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses Expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expenseaccordance with this Section 5. (de) The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on Director without Director’s prior written consent. The Director shall not settle, without the Company’s prior written consent, any action, claim or Proceeding (in whole or in part) which would impose any judgment, fine, penalty, monetary damages or other amount payable in settlement from which the Company is required to indemnify Director. (f) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Director may at any time be entitled under applicable law, the Articles and Bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise. No provisions amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Director under this Agreement in respect of any action taken or omitted by such Director prior to such amendment, alteration or repeal. To the extent that a change in Iowa law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Articles and Bylaws and this Agreement, it is the intent of the parties hereto that Director shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be deemed cumulative and in addition to protect MSIM every other right and remedy given hereunder or now or hereafter existing at law, in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise, shall not prevent the concurrent assertion or employment of its directorsany other right or remedy. (g) The Company shall maintain director and officer liability insurance in amounts and on terms that the Board determines is customary for companies in the pharmaceutical industry of similar size, officers and/or employeesoperations, against liability capital structure and regulatory environment to the Fund Company (“D&O Insurance”). Director shall be covered by such D&O Insurance, and each other similar insurance policy or policies providing liability insurance for directors or fiduciaries of the Company, in accordance with its or their terms to the maximum extent of the coverage available under such policy or policies. At the time the Company receives notice from any source of a Proceeding as to which Director is a party or a participant (as a witness or otherwise), the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Director, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. (h) For purposes of this Agreement, “Expenses” shall mean all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreementequivalent.

Limitation of Liability and Indemnification. (a) MSIM a. The Bank shall be responsible hereunder for the performance perfor- mance of only such duties as are set forth herein and shall have no responsibility for the actions or contemplated herein or contained in instructions given to it which are not contrary to this Agreementactivities of any other party including other service providers. MSIM The Bank shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductmisconduct of the Bank, its officers or employees. In any event, the Bank's liability shall be limited to its total annual compensation earned and fees paid hereunder during the preceding twelve months for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or rul- ing. (b) b. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless Bank harm- less from all loss, cost, damage and expense, including reasonable reason- able expenses for counsel, incurred by such person the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting act- ing upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund Manager or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMthe Bank, its officers, officers or employees or agents in cases of its or their own gross negligence or willful misconductmiscon- duct. (c) c. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM the Bank or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMpersons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund shall have specifically authorizes in writing authorized the retaining retain- ing of such counsel at the Fund’s expensecounsel. (d) No provisions d. The indemnification contained herein shall sur- vive the termination of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement. e. This Section 8 shall not apply with respect to services covered by the Custodian Agreement or the Transfer Agency and Registrar Agreement.

Limitation of Liability and Indemnification. (a) A. MSIM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconduct. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence negligence, bad faith, willful misconduct or willful misconductthe reckless disregard of its obligations under this Agreement. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM A. EOS shall provide its services in a professional manner customarily provided by leading mutual fund administration companies. EOS shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which by the Fund that are not contrary to this Agreement. MSIM EOS shall have no liability for any loss or damage resulting from the performance or nonperformance non-performance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith, or misconduct of EOS, its officers or employees or the negligent or willful violation by any of such persons of this Agreement. In any event, EOS shall not be liable for any consequential damages, except to the extent resulting from its gross negligence or willful misconduct. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, EOS harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person it resulting from any claim, demand, action or suit in connection with any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund or of (the Fund’s investment advisers"Fund Indemnification"), provided that this indemnification shall not apply to actions or omissions of MSIMEOS, its officersofficers or employees, employees or agents and EOS shall similarly indemnify and hold the Fund harmless, in cases of its or their own gross negligence or willful misconductmisconduct or the violation by any of such persons of this Agreement (the "EOS Indemnification"). The Fund Indemnification and the EOS Indemnification shall survive any termination of this Agreement. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided aboveFund Indemnification, but, and if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit , and retain such counsel, MSIM EOS or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, suit may not retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund shall have specifically authorizes in writing authorized the retaining of such counsel. In the event of any claim by the Fund under the EOS Indemnification, the Fund agrees to promptly notify EOS of such claim, and EOS have the right to defend or settle such claim at its own expense and by counsel at the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreementown selection.

Limitation of Liability and Indemnification. (a) MSIM X.X. Xxxxxx shall not be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability liable for any loss losses, damages, costs or damage resulting from liabilities, including reasonable attorneys’ fees and expenses, incurred by the performance Clients or nonperformance of its duties hereunder unless solely ACGIM, in connection with the matters to which this Agreement relates except for losses, damages, costs or liabilities, including reasonable attorneys’ fees and expenses caused by or resulting from the gross X.X. Xxxxxx’x willful misfeasance, bad faith, negligence or willful misconductreckless disregard of its duties in the performance of X.X. Xxxxxx’x obligations and duties under this Agreement. X.X. Xxxxxx shall indemnify and hold ACGIM and its directors, officers, agents and employees harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket and incidental expenses and legal fees (“Losses”) that may be imposed on, incurred by, or asserted against any or all of them (except for any consequential damages as contemplated by Section 6(f) herein) in the performance of its/their duties hereunder, arising out of or attributable to the aforementioned conduct of X.X. Xxxxxx. (b) The Fund X.X. Xxxxxx shall not be responsible for, and ACGIM shall indemnify and hold MSIMX.X. Xxxxxx and its directors, officers, agents and third parties providing services for employees (collectively the benefit of the Fund through arrangements with MSIM, “Indemnitees”) harmless from and against any and all loss, cost, damage and expense, including reasonable expenses for counselLosses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them (except for any consequential damages as contemplated by such person resulting from any claim, demand, action or omission by it Section 6(f) herein) in the performance of its its/their duties hereunder hereunder, including but not limited to those arising out of or under such arrangements with MSIMattributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or as a result documents which are received by the Indemnitees and furnished to it or them by or on behalf of acting upon the Funds, and which have been prepared or maintained by ACGIM or any third party on behalf of ACGIM; (iii) ACGIM’s refusal or failure to comply with the terms of this Agreement or ACGIM’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of ACGIM hereunder; (v) following any instructions reasonably believed or other directions of ACGIM or otherwise duly authorized, and upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to X.X. Xxxxxx by ACGIM, ACGIM’s sub-advisers, and other service providers of ACGIM such as data services, corporate action services, pricing services or securities brokerage; (vii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such person to have been executed shares in such state (1) resulting from activities, actions, or omissions by a duly authorized officer the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (viii) any failure of a Fund’s registration statement to comply with the 1933 Act and the Investment Company Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund’s prospectus; (ix) the actions taken by the Fund’s , its investment advisor and/or sub-advisers, provided that and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (x) all actions, inactions, omissions, or errors caused by third parties to whom the Fund or the Indemnitees have assigned any rights and/or delegated any duties under this indemnification shall not apply to actions Agreement at the request of or omissions of MSIMas required by the Fund, its officers, employees investment advisors or agents in cases of its or their own gross negligence or willful misconductdistributor. (c) The Fund will be entitled In addition to participate at its own expense and not in the defense, or, if it so elects, to assume the defense limitation of any suit brought to enforce any liability subject to the indemnification provided paragraph (b) immediately above, butACGIM also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, if incurred by, or asserted against, the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM Indemnitees or any of its affiliated persons them in connection with or any third parties providing services for arising out of X.X. Xxxxxx’x performance under this Agreement, provided the benefit of the Fund through arrangements Indemnitees have not acted with MSIMmisfeasance, named as defendant bad faith or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expensenegligence. (d) No provisions of With respect to the indemnification provided in this Agreement Section, each party shall use its best efforts to mitigate damages for which the other party may become responsible. (e) In performing its services hereunder, X.X. Xxxxxx shall be deemed entitled to protect MSIM rely on any oral or any of written instructions, notices or other communications, including electronic transmissions, from ACGIM and its officers and directors, officers and/or employeessub-advisers, against liability agents and other service providers which X.X. Xxxxxx reasonably believes to be genuine, valid and authorized X.X. Xxxxxx shall also be entitled to rely on the advice and opinions of outside legal counsel and public accountants retained by the ACGIM, as necessary or appropriate. (f) Anything in this agreement to the Fund contrary notwithstanding, in no event shall either party be liable for any indirect, incidental, special or its shareholders to which it might otherwise be subject by reason consequential losses or damages of any fraudkind whatsoever (including but not limited to lost profits), willful misfeasance even if that party has been advised of the likelihood of such loss or gross negligence damage and regardless of the form of action in which any such loss or damage may be claimed. This provision shall survive the performance termination of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM 1. MSAM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM MSAM shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductmisfeasance of MSAM, its officers and employees. (b) 2. The Fund shall indemnify and hold MSIMMSAM, and third parties providing services for the benefit of the Fund through arrangements with MSIMMSAM Agents, harmless from all loss, cost, claim, demand, damage and expense, including reasonable expenses for legal counsel, incurred by any such person resulting from any claim, demand, action or omission by it any such person in the performance of its duties hereunder or under such arrangements with MSIMMSAM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s 's investment advisersadviser, provided that this indemnification shall not apply to actions or omissions of MSIMMSAM, its MSAM Agents or any of their officers, employees or agents in cases of its or their own gross negligence or willful misconductmisfeasance. (c) 3. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by legal counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such legal counsel, MSIM or MSAM, any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMMSAM Agent, named as defendant or defendants in the suit, may retain additional legal counsel but shall bear the fees and expenses of such legal counsel unless at such time the Fund specifically authorizes in writing the retaining of such legal counsel at the Fund’s 's expense. (d) 4. No provisions of this Agreement shall be deemed to protect MSIM MSAM, any MSAM Agent or any of its their directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM The Sub-Administrator shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. MSIM The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence bad faith, negligence, willful misconduct or reckless disregard of the duties and obligations of the Sub-Administrator, its officers or employees. The Sub-Administrator shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. In any event, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Sub-Administrator's liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. Except as may arise from the Sub-Administrator's bad faith, negligence, willful misconduct. (b) misconduct or reckless disregard of its duties and obligations under the Agreement, the Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Fund Administrator shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Sub-Administrator harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by such person the Sub-Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator's acceptance of this Agreement, any action or omission by it the Sub-Administrator in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of the Sub-Administrator's acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of by the Fund or of the Fund’s investment advisersAdministrator, provided that this indemnification shall not apply to actions or omissions of MSIMthe Sub-Administrator, its officers, officers or employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in the defensebad faith, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraudnegligence, willful misfeasance misconduct or gross negligence in the performance of its duties or the reckless disregard of its obligations under their duties and obligations. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. (a) MSIM A. MSAM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM MSAM shall have no liability for any loss or damage resulting from the performance or nonperformance non- performance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductmisconduct of MSAM, its officers and employees. (b) B. The Fund shall indemnify and hold MSIMMSAM, and third parties providing services for the benefit of the Fund through arrangements with MSIMMSAM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or proceeding arising out of or based upon the Fund's material breach of this Agreement or material omission by it the Fund in the performance of its duties hereunder or under such arrangements with MSIMMSAM as to which the Fund has received written notice, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s 's investment advisers, provided that this indemnification shall not apply to any such loss, cost, damage or expense arising out of or based upon actions or omissions of MSIMMSAM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM MSAM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMMSAM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s 's expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM MSAM or any of its directors, officers and/or employees, or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSAM against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its or their' duties or the reckless disregard of its or their obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM A. MSAM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM MSAM shall have no liability for any loss or damage resulting from the performance or nonperformance non-performance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductmisconduct of MSAM, its officers and employees. (b) B. The Fund fund shall indemnify and hold MSIMMSAM, and third parties providing services for the benefit of the Fund through arrangements with MSIMMSAM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by any such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMMSAM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund fund or of the Fund’s 's investment advisers, provided that this indemnification shall not apply to actions or omissions omission of MSIMMSAM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM MSAM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMMSAM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s 's expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM MSAM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM a. The Bank shall be responsible hereunder for the performance of only such duties as are set forth herein and shall have no responsibility for the actions or contemplated herein or contained in instructions given to it which are not contrary to this Agreementactivities of any other party including other service providers. MSIM The Bank shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductmisconduct of the Bank, its officers or employees. In any event, the Bank's liability shall be limited to its total annual compensation earned and fees paid during the preceding twelve months for any liability suffered by the Fund including, but not limited to, any liability relating to qualification of the Fund as a regulated investment company or any liability relating to the Fund's compliance with any federal or state tax or securities statute, regulation or ruling. (b) b. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, Bank harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person the Bank resulting from any claim, demand, action or suit in connection with the Bank's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIMthe Bank, its officers, officers or employees or agents in cases of its or their own gross negligence or willful misconduct. (c) c. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM the Bank or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMpersons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund shall have specifically authorizes in writing authorized the retaining of such counsel at the Fund’s expensecounsel. (d) No provisions d. The indemnification contained herein shall survive the termination of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement. e. This Section 8 shall not apply with respect to services covered by the Custodian Agreement or the Transfer Agency and Registrar Agreement.

Limitation of Liability and Indemnification. (a) MSIM J.X. Xxxxxx shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance Fund or nonperformance of its duties hereunder unless third parties, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from the J.X. Xxxxxx’x gross negligence or willful misconduct. (b) The J.X. Xxxxxx shall not be responsible for, and the Fund shall indemnify and hold MSIMJ.X. Xxxxxx and its directors, officers, agents and third parties providing services for employees (collectively the benefit of the Fund through arrangements with MSIM, “Indemnitees”) harmless from and against any and all lossclaims, costliabilities, damage losses, damages, fines, penalties and expenseexpenses, including reasonable out-of-pocket and incidental expenses for counseland legal fees (“Losses”) that may be imposed on, incurred by such person resulting from by, or asserted against, the Indemnitees or any claim, demand, action or omission by it of them in the performance of its its/their duties hereunder hereunder, including but not limited to those arising out of or under such arrangements with MSIMattributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or as a result documents which are received by the Indemnitees and furnished to it or them by or on behalf of acting upon the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund’s refusal or failure to comply with the terms of this Agreement or the Fund’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Fund hereunder; (v) following any instructions or other directions reasonably believed by any such person to have been executed by a duly authorized officer be requests of the Fund or otherwise duly authorized, and upon which J.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to J.X. Xxxxxx by the Fund, its investment advisers and/or sub-advisers, and providers of other services such as data services, corporate action services, pricing services or securities brokerage; (vii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (viii) any failure of the Fund’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund’s prospectus; (ix) the actions taken by the Fund, its investment adviser and/or sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (x) all actions, inactions, omissions, or errors caused by third parties to whom the Fund or the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund, its investment advisers, distributor, administrator or sponsor. (c) In addition to and not in limitation of paragraph (b) immediately above, the Fund also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of J.X. Xxxxxx’x performance under this Agreement, provided that this indemnification shall the Indemnitees have not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross acted with negligence or engaged in willful misconduct. (cd) The Fund will In performing its services hereunder, J.X. Xxxxxx shall be entitled to participate at its own expense in the defenserely on any oral or written instructions, ornotices or other communications, if it so electsincluding electronic transmissions, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if from the Fund elects and its custodians, officers and directors, investment advisers and sub-advisers, investors, agents and other service providers which J.X. Xxxxxx reasonably believes to assume be genuine, valid and authorized. J.X. Xxxxxx shall also be entitled to consult with and rely on the defense, such defense shall be conducted by advice and opinions of outside legal counsel chosen and public accountants retained by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM as necessary or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expenseappropriate. (de) No provisions of Anything in this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability agreement to the Fund contrary notwithstanding, in no event shall J.X. Xxxxxx be liable for any indirect, incidental, special or its shareholders to which it might otherwise be subject by reason consequential losses or damages of any fraudkind whatsoever (including but not limited to lost profits), willful misfeasance even if J.X. Xxxxxx has been advised of the likelihood of such loss or gross negligence damage and regardless of the form of action in which any such loss or damage may be claimed. This provision shall survive the performance termination of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM X.X. Xxxxxx shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage expense suffered by the Fund or third parties, in connection with the matters to which this Agreement relates, except for a loss or expense caused by, resulting from the performance or nonperformance attributable to X.X. Xxxxxx'x willful misfeasance, bad faith or negligence, or from X.X. Xxxxxx'x reckless disregard of its obligations and duties hereunder unless solely caused by under this Agreement or resulting from refusal or failure to comply with the gross negligence material terms of this Agreement or willful misconductits breach of any material representation or warranty under this Agreement. In no event shall X.X. Xxxxxx be liable for any consequential, punitive, special or indirect damages, penalties or expenses of any kind whatsoever (including but not limited to lost profits), even if X.X. Xxxxxx has been advised of the likelihood of such loss or damage and regardless of the form or action. This provision shall survive termination of this Agreement. (b) The Except to the extent that X.X. Xxxxxx may be held liable pursuant to Section 6(a) above, X.X. Xxxxxx shall not be responsible for, and the Fund shall indemnify and hold MSIMX.X. Xxxxxx and its directors, officers, agents and third parties providing services for employees (collectively the benefit of the Fund through arrangements with MSIM, "Indemnitees") harmless from and against any and all lossclaims, costliabilities, damage losses, damages (excluding consequential, punitive, special or indirect damages, penalties and expenseexpenses), including costs, reasonable expenses for counselattorneys' fees and payments sustained or incurred by, incurred by such person resulting from or asserted against, the Indemnitees or any claim, demand, action or omission by it of them in the performance of its its/their duties hereunder hereunder, including but not limited to those arising out of or under such arrangements with MSIMattributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or as a result documents which are received by the Indemnitees and furnished to it or them by or on behalf of acting upon the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund's refusal or failure to materially comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the material breach of any representation or warranty of the Fund hereunder; (v) following any instructions or other directions reasonably believed by any such person to have been executed by a duly authorized officer be requests of the Fund or otherwise duly authorized by Authorized Personnel, as specified in Appendix 2 hereof, and upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to X.X. Xxxxxx by the Fund, its Adviser and/or Sub-Advisers, and providers of other services such as data services, corporate action services, pricing services or securities brokerage; (vii) the offer or sale of shares by the Fund in material violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (viii) any failure of the Fund’s investment advisers's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, provided that this indemnification shall or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not apply to misleading in a Fund's prospectus; (ix) the actions or omissions of MSIMtaken by the Fund, its officersAdviser and/or Sub-Advisers, employees and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or agents in cases the failure to so comply; and (x) all actions, inactions, omissions, or errors caused by third parties to whom the Fund or X.X. Xxxxxx has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund, its Adviser, distributor, or their own gross negligence or willful misconductsponsor. (c) The Fund will be entitled In addition to participate at its own expense and not in the defense, or, if it so elects, to assume the defense limitation of any suit brought to enforce any liability subject to the indemnification provided paragraph (b) immediately above, but, if the Fund elects also agrees to assume indemnify and hold the defenseIndemnitees and each of them harmless from and against any and all Losses that may be imposed on, such defense shall be conducted by counsel chosen by incurred by, or asserted against, the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM Indemnitees or any of them in connection with or arising out of X.X. Xxxxxx'x performance under this Agreement, provided the Indemnitees have not acted with negligence, bad faith or reckless disregard of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant their duties or defendants engaged in the suit, may retain additional counsel but shall bear the fees willful misconduct in discharging its or their obligations and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expenseduties under this Agreement. (d) No In performing its services hereunder, X.X. Xxxxxx shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Fund and its custodians, officers, trustees, Advisers and Sub-Advisers, investors, agents and other service providers which X.X. Xxxxxx reasonably believes to be genuine, valid and authorized, provided such notices, instructions and communications are provided solely by the Authorized Persons specified in Appendix 2 hereof. X.X. Xxxxxx shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel and public accountants retained by the Fund, as necessary or appropriate. (e) In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the Fund may be asked to indemnify or hold the Indemnitees harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Indemnitees will use all reasonable care to notify the Fund promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The Fund shall have the option to defend the Indemnitees against any claim which may be the subject of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to indemnification. In the event that the Fund so elects and X.X. Xxxxxx consents, the Fund shall take over complete defense of the claim, and the Indemnitees shall in such situation initiate no further legal or its shareholders to other expenses for which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations shall seek indemnification under this Agreementsection. The Indemnitees shall in no case confess any claim or make any compromise in any case in which the Fund will be asked to indemnify the Indemnitees except with the Fund's prior written consent.

Limitation of Liability and Indemnification. (a) MSIM A. EOS shall provide its services in a professional manner customarily provided by leading mutual fund administration companies. EOS shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which by the Fund that are not contrary to this Agreement. MSIM EOS shall have no liability for any loss or damage resulting from the performance or nonperformance non-performance of its duties hereunder unless solely caused by or resulting from the negligence, bad faith, or misconduct of EOS, its officers or employees or the negligent or willful violation by any of such persons of this Agreement. In any event, EOS shall not be liable for any consequential damages, except to the extent resulting from its gross negligence or willful misconduct. (b) B. The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, EOS harmless from all loss, cost, damage damage, and expense, including reasonable expenses for counsel, incurred by such person it resulting from any claim, demand, action or suit in connection with any action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMhereunder, or as a result of acting upon any instructions reasonably believed by any such person it to have been executed by a duly authorized officer of the Fund or of (the Fund’s investment advisers"Fund Indemnification"), provided that this indemnification shall not apply to actions or omissions of MSIMEOS, its officersofficers or employees, employees or agents and EOS shall similarly indemnify and hold the Fund harmless, in cases of its or their own gross negligence or willful misconductmisconduct or the violation by any of such persons of this Agreement (the "EOS Indemnification"). The Fund Indemnification and the EOS Indemnification shall survive any termination of this Agreement. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided aboveFund Indemnification, but, and if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit , and retain such counsel, MSIM EOS or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, suit may not retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund shall have specifically authorizes in writing authorized the retaining of such counsel. In the event of any claim by the Fund under the EOS Indemnification, the Fund agrees to promptly notify EOS of such claim, and EOS have the right to defend or settle such claim at its own expense and by counsel at the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreementown selection.

Limitation of Liability and Indemnification. (a) MSIM J.X. Xxxxxx shall not be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability liable for any loss losses, damages, costs or damage resulting from liabilities, including reasonable attorneys’ fees and expenses, incurred by the performance Clients or nonperformance of its duties hereunder unless solely ACIM, in connection with the matters to which this Agreement relates except for losses, damages, costs or liabilities, including reasonable attorneys’ fees and expenses caused by or resulting from the gross J.X. Xxxxxx’x willful misfeasance, bad faith, negligence or willful misconductreckless disregard of its duties in the performance of J.X. Xxxxxx’x obligations and duties under this Agreement. J.X. Xxxxxx shall indemnify and hold ACIM and its directors, officers, agents and employees harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket and incidental expenses and legal fees (“Losses”) that may be imposed on, incurred by, or asserted against any or all of them (except for any consequential damages as contemplated by Section 6(f) herein) in the performance of its/their duties hereunder, arising out of or attributable to the aforementioned conduct of J.X. Xxxxxx. (b) The Fund J.X. Xxxxxx shall not be responsible for, and ACIM shall indemnify and hold MSIMJ.X. Xxxxxx and its directors, officers, agents and third parties providing services for employees (collectively the benefit of the Fund through arrangements with MSIM, “Indemnitees”) harmless from and against any and all loss, cost, damage and expense, including reasonable expenses for counselLosses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them (except for any consequential damages as contemplated by such person resulting from any claim, demand, action or omission by it Section 6(f) herein) in the performance of its its/their duties hereunder hereunder, including but not limited to those arising out of or under such arrangements with MSIMattributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or as a result documents which are received by the Indemnitees and furnished to it or them by or on behalf of acting upon the Funds, and which have been prepared or maintained by ACIM or any third party on behalf of ACIM; (iii) ACIM’s refusal or failure to comply with the terms of this Agreement or ACIM’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of ACIM hereunder; (v) following any instructions reasonably believed or other directions of ACIM or otherwise duly authorized, and upon which J.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to J.X. Xxxxxx by ACIM, ACIM’s sub-advisers, and other service providers of ACIM such as data services, corporate action services, pricing services or securities brokerage; (vii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such person to have been executed shares in such state (1) resulting from activities, actions, or omissions by a duly authorized officer the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (viii) any failure of a Fund’s registration statement to comply with the 1933 Act and the Investment Company Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund’s prospectus; (ix) the actions taken by the Fund’s , its investment advisor and/or sub-advisers, provided that and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (x) all actions, inactions, omissions, or errors caused by third parties to whom the Fund or the Indemnitees have assigned any rights and/or delegated any duties under this indemnification shall not apply to actions Agreement at the request of or omissions of MSIMas required by the Fund, its officers, employees investment advisors or agents in cases of its or their own gross negligence or willful misconductdistributor. (c) The Fund will be entitled In addition to participate at its own expense and not in the defense, or, if it so elects, to assume the defense limitation of any suit brought to enforce any liability subject to the indemnification provided paragraph (b) immediately above, butACIM also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, if incurred by, or asserted against, the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM Indemnitees or any of its affiliated persons them in connection with or any third parties providing services for arising out of J.X. Xxxxxx’x performance under this Agreement, provided the benefit of the Fund through arrangements Indemnitees have not acted with MSIMmisfeasance, named as defendant bad faith or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expensenegligence. (d) No provisions of With respect to the indemnification provided in this Agreement Section, each party shall use its best efforts to mitigate damages for which the other party may become responsible. (e) In performing its services hereunder, J.X. Xxxxxx shall be deemed entitled to protect MSIM rely on any oral or any of written instructions, notices or other communications, including electronic transmissions, from ACIM and its officers and directors, officers and/or employeessub-advisers, against liability agents and other service providers which J.X. Xxxxxx reasonably believes to be genuine, valid and authorized J.X. Xxxxxx shall also be entitled to rely on the advice and opinions of outside legal counsel and public accountants retained by the ACIM, as necessary or appropriate. (f) Anything in this agreement to the Fund contrary notwithstanding, in no event shall either party be liable for any indirect, incidental, special or its shareholders to which it might otherwise be subject by reason consequential losses or damages of any fraudkind whatsoever (including but not limited to lost profits), willful misfeasance even if that party has been advised of the likelihood of such loss or gross negligence damage and regardless of the form of action in which any such loss or damage may be claimed. This provision shall survive the performance termination of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM _Quantrader shall not be responsible hereunder liable to Client for the performance of only such duties as are set forth any independent acts or contemplated herein or contained in instructions given to it which are omissions by third parties. A person who is not contrary a party to this Agreement. MSIM Agreement has no rights to enforce any term of this Agreement and this Agreement shall have no liability for not be deemed to create any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductthird-party beneficiary rights. (b) The Fund shall indemnify To the extent permitted under applicable law, Client understands and hold MSIMagrees that Quantrader will not be liable to Client for any losses, expenses, damages, liabilities, charges and third parties providing services for claims of any kind or nature whatsoever (including without limitation any legal expenses and costs and expenses relating to investigating or defending any demands, charges and claims) (collectively, “Losses”) incurred by Client with respect to any Accounts, except to the benefit extent that such Losses are actual losses of the Fund through arrangements Client proven with MSIMreasonable certainty and are the direct result of an act or omission taken or omitted by the Adviser during the term of this Agreement which constitutes willful misfeasance, harmless bad faith or gross negligence under this Agreement. Without limitation, Quantrader shall not be liable for Losses resulting from all lossor in any way arising out of (i) any action of the Client or its previous advisers or other agents, cost, damage and expense(ii) force majeure or other events beyond the control of Quantrader, including reasonable expenses for counselwithout limitation any failure, incurred by such person default or delay in performance resulting from any claimcomputer or other electronic or mechanical equipment failure, demandunauthorized access, action strikes, failure of common carrier or omission by it utility systems, severe weather or breakdown in communications not reasonably within the performance control of its duties hereunder Quantrader or under such arrangements with MSIMother causes commonly known as “acts of god”, or as a result (iii) general market conditions unrelated to any violation of acting upon any instructions reasonably believed this Agreement by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconductQuantrader. (c) The Fund will be entitled Client (and in addition, for entity accounts, Client Representative) shall reimburse, indemnify, defend and hold harmless Quantrader, its affiliates and their directors, officers, shareholders, employees and any person controlled by or controlling Quantrader from and against any and all Losses relating to participate at its own expense in this Agreement or the defense, or, if it so elects, to assume the defense Account arising out of any suit brought to enforce any liability subject to misrepresentations or act or omissions or alleged act or omission on the indemnification provided above, but, if part of the Fund elects to assume Client (or Client Representatives) or previous advisers or the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM custodian or any of its affiliated persons or any third parties providing services for their agents, except if such Losses are the benefit direct result of the Fund through arrangements with MSIMQuantrader’ willful misfeasance, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance bad faith or gross negligence in the performance of its Quantrader’ duties or the by reason of Quantrader’ reckless disregard of its obligations under and duties hereunder. In addition to the above indemnities, for entity Clients, the Client Representative shall further indemnify and defend Quantrader and Quantrader’ directors, officers, shareholders, employees and affiliates and hold them harmless from and against any and all claims, losses, damages, liabilities and expenses, as they are incurred, resulting from or in connection to Client’s assertion of Client Representative’s lack of proper authorization from Client to enter into this Agreement. Notwithstanding anything in this Section VII or otherwise in this Agreement to the contrary, nothing herein shall constitute a waiver or limitation of any rights that Client may have under any federal or state securities laws, which rights may arise even if Quantrader’s recommendation or other act or failure to act hereunder does not constitute willful misfeasance, bad faith or gross negligence in the performance of Quantrader’ duties or by reason of Quantrader’ reckless disregard of its obligations and duties hereunder.

Limitation of Liability and Indemnification. (a) MSIM Chase shall not be responsible hereunder liable for the performance any error of only such duties as are set forth judgment or contemplated herein mistake of law or contained in instructions given to it which are not contrary to this Agreement. MSIM shall have no liability for any loss or damage resulting from expense suffered by the performance Fund, in connection with the matters to which this Agreement relates, except for a loss or nonperformance of its duties hereunder unless expense solely caused by or resulting from the gross willful misfeasance, bad faith or negligence or willful misconduct. (b) The Fund shall indemnify and hold MSIM, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence on Chase's part in the performance of its duties or the from reckless disregard by Chase of its obligations and duties under this Agreement. In no event shall Chase be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if Chase has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Subject to Section 6(a) above, Chase shall not be responsible for, and the Fund shall indemnify and hold Chase harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities incurred by Chase, any of its agents, or the Fund's agents in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of Chase or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by Chase or its officers or agents of information, records, or documents which are received by Chase or its officers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or any third party on behalf of the Fund; (iii) the Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of the Fund hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with investors and shareholders, or reliance by Chase on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) the reliance on or the carrying out by Chase or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Fund or recognition by Chase of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Fund and the proper countersignature of any transfer agent or registrar of the Fund; (vii) any delays, inaccuracies, errors in or omissions from information or data provided to Chase by data, corporate action pricing services or securities brokers and dealers; (viii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement; (ix) any failure of the Fund's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus; (x) the actions taken by the Fund, its investment adviser, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (xi) all actions, inactions, omissions, or errors caused by third parties to whom Chase or the Fund has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund, its investment advisers, distributor, administrator or sponsor. (c) In performing its services hereunder, Chase shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Fund and its custodians, officers and directors, investors, agents and other service providers which Chase reasonably believes to be genuine, valid and authorized, and shall be indemnified by the Fund for any loss or expense caused by such reliance. Chase shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Fund, as necessary or appropriate.

Limitation of Liability and Indemnification. (a) MSIM A. MSAM shall be responsible hereunder for the performance of only such duties as are set forth or contemplated herein or contained in instructions given to it which are not contrary to this Agreement. MSIM MSAM shall have no liability for any loss or damage resulting from the performance or nonperformance non- performance of its duties hereunder unless solely caused by or resulting from the gross negligence or willful misconductmisconduct of MSAM, its officers and employees. (b) B. The Fund fund shall indemnify and hold MSIMMSAM, and third parties providing services for the benefit of the Fund through arrangements with MSIMMSAM, harmless from all loss, cost, damage and expense, including reasonable expenses for counsel, incurred by any such person resulting from any claim, demand, action or omission by it in the performance of its duties hereunder or under such arrangements with MSIMMSAM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed by a duly authorized officer of the Fund fund or of the Fund’s 's investment advisers, provided that this indemnification shall not apply to actions or omissions omission of MSIMMSAM, its officers, employees or agents in cases of its or their own gross negligence or willful misconduct. (c) C. The Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above, but, if the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense of any such suit and retain such counsel, MSIM MSAM or any of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIMMSAM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s 's expense. (d) D. No provisions of this Agreement shall be deemed to protect MSIM MSAM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.

Limitation of Liability and Indemnification. (a) MSIM X.X. Xxxxxx shall exercise reasonable care, prudence and diligence in carrying out all its duties and obligations under this Agreement, and shall be liable to XXXX for any and all claims, liabilities, losses, damages fines, penalties and expenses including out-of-pocket and incidental expenses and legal fees (“Losses”) suffered or incurred by XXXX resulting from the failure of X.X. Xxxxxx to exercise such reasonable care, prudence and diligence or resulting from X.X. Xxxxxx’x negligence or willful misconduct. In addition, X.X. Xxxxxx shall be liable to XXXX for all Losses representing reasonable costs and expenses incurred by XXXX in connection with any claim by XXXX against X.X. Xxxxxx arising from the obligations of X.X. Xxxxxx hereunder, including, without limitation, all reasonable attorneys’ fees and expenses incurred by XXXX in connection with any investigations, lawsuits or proceedings relating to such claim; provided that XXXX has recovered from X.X. Xxxxxx for such claim. (b) X.X. Xxxxxx shall not be responsible hereunder for for, and XXXX shall indemnify and hold X.X. Xxxxxx and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in the performance of only such its/their duties as are set forth hereunder, including but not limited to those arising out of or contemplated herein or contained in instructions given attributable to: (i) any and all actions of the Indemnitees required to it which are not contrary be taken pursuant to this Agreement. MSIM shall ; (ii) the reliance on or use by the Indemnitees of information, records, or documents which are received by the Indemnitees and furnished to it or them by XXXX or on behalf of the Fund, and which have no liability for been prepared or maintained by XXXX, the Fund or any loss third party on behalf of the Fund; (iii) XXXX’ refusal or damage resulting failure to comply with the terms of this Agreement or XXXX’ lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of XXXX hereunder; (v) following any instructions or other directions reasonably believed to be requests of XXXX or otherwise duly authorized, and upon which X.X. Xxxxxx is authorized to rely pursuant to the terms of this Agreement; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to X.X. Xxxxxx by XXXX, the performance Funds, their investment advisers and/or sub-advisers, and providers of other services such as data services, corporate action services, pricing services or nonperformance securities brokerage; (vii) any failure of a Fund’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund’s prospectus; (iix) the actions taken by XXXX, a Fund, its duties hereunder unless solely investment adviser and/or sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (ix) all actions, inactions, omissions, or errors caused by third parties to whom XXXX or resulting the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request of or as required by XXXX. (c) In addition to and not in limitation of paragraph (b) immediately above, XXXX also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the gross Indemnitees or any of them in connection with or arising out of X.X. Xxxxxx’x performance under this Agreement, provided the Indemnitees have acted with reasonable care and prudence and have not acted with negligence or engaged in willful misconduct. (bd) The Fund In performing its services hereunder, X.X. Xxxxxx shall indemnify and hold MSIMbe entitled to rely on any oral or written instructions, and third parties providing services for the benefit of the Fund through arrangements with MSIM, harmless from all loss, cost, damage and expensenotices or other communications, including reasonable expenses for counselelectronic transmissions, incurred by such person resulting from any claimXXXX, demanda Fund and its custodians, action or omission by it in officers and directors, investment advisers and sub-advisers, investors, agents and other service providers which X.X. Xxxxxx reasonably believes to be genuine, valid and authorized. X.X. Xxxxxx shall also be entitled to consult with and rely on the performance advice and opinions of its duties hereunder or under such arrangements with MSIM, or as a result of acting upon any instructions reasonably believed by any such person to have been executed outside legal counsel and public accountants retained by a duly authorized officer of the Fund Fund, as necessary or of the Fund’s investment advisers, provided that this indemnification shall not apply to actions or omissions of MSIM, its officers, employees or agents in cases of its or their own gross negligence or willful misconductappropriate. (ce) The Fund will Anything in this agreement to the contrary notwithstanding, in no event shall X.X. Xxxxxx be entitled to participate at its own expense in the defenseliable for any indirect, orincidental, if it so elects, to assume the defense special or consequential losses or damages of any suit brought kind whatsoever (including but not limited to enforce any liability subject to lost profits), even if X.X. Xxxxxx has been advised of the indemnification provided above, but, if likelihood of such loss or damage and regardless of the Fund elects to assume the defense, such defense shall be conducted by counsel chosen by the Fund. In the event the Fund elects to assume the defense form of action in which any such suit and retain such counsel, MSIM loss or any damage may be claimed. This provision shall survive the termination of its affiliated persons or any third parties providing services for the benefit of the Fund through arrangements with MSIM, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless at such time the Fund specifically authorizes in writing the retaining of such counsel at the Fund’s expense. (d) No provisions of this Agreement shall be deemed to protect MSIM or any of its directors, officers and/or employees, against liability to the Fund or its shareholders to which it might otherwise be subject by reason of any fraud, willful misfeasance or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.