Common use of Limitation of Liability; Indemnification Clause in Contracts

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice (a) Notwithstanding anything to the contrary in this Agreement, the Advisor shall have no responsibility under this Agreement other than to render the services as required under this Agreement in good faith and shall not be responsible for any action of the limitation Board of shareholder liability Trustees in following or declining to follow any advice or recommendations of the Advisor, including as set forth in Section 8(a). The Advisor, its Affiliates and their members, managers, officers and employees will not be liable to the Trust Instrument Company or any Subsidiary, to the Board of Trustees or to the Trust Company’s or any Subsidiary’s shareholders or partners for any acts or omissions by the Advisor, its Affiliates, members, managers, officers or employees pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct or gross negligence. (b) The Company shall, to the full extent lawful, reimburse, indemnify and agrees that obligationshold the Advisor, its Affiliates, members, managers, officers and employees, sub-advisors and each other Person, if any, assumed by controlling the Trust pursuant to this Agreement shall be limited in Advisor or its Affiliates (each, an “Advisor Indemnified Party”), harmless of and from any and all cases to the Trust expenses, losses, damages, liabilities, demands, charges and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction claims of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty nature whatsoever (including any reasonable attorney’s fees or other related expensesattorneys’ fees) arising out (collectively, “Losses”) in respect of or arising from any acts or omissions of such Advisor Indemnified Party made in connection with good faith in the performance of the Sub-AdviserAdvisor’s obligations duties under this Agreement to the extent resulting from the Sub-Adviserand not constituting such Advisor Indemnified Party’s own bad faith, willful misfeasance, fraud, bad faith misconduct or gross negligence. (c) The Advisor shall, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall full extent lawful, reimburse, indemnify and hold the Company, its Subsidiaries, its shareholders, trustees, officers and employees and each other Person, if any, controlling the Company or its Subsidiaries (each, a “Company Indemnified Party”), harmless the Sub-Adviser of and from any and all affiliated persons thereof Losses in respect of or arising from any acts or omissions of the Advisor constituting bad faith, willful misconduct or gross negligence. (within d) Promptly after receipt by the meaning of Section 2(a)(3Advisor Indemnified Party or the Company Indemnified Party, as applicable (the “Indemnified Party”) of the Investment Company Act) and all controlling persons (as described in Section 15 notice of the Securities Act commencement of 1933any action, as amended) such Indemnified Party shall, if a claim in respect thereof is to be made pursuant hereto, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve it from and against any loss, liability, judgment, cost or penalty (including liability that it may have to any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under Indemnified Party pursuant to this Section 21 11. In case any such action shall be reduced brought against an Indemnified Party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the claim againstdefense thereof, losswith counsel satisfactory to such Indemnified Party and, liability after notice from the indemnifying party to such Indemnified Party of its election to assume the defense thereof, the indemnifying party shall not be liable to such Indemnified Party under this Section 11, as applicable, for any legal expenses of other counsel or cost experienced any of the expenses, in each case subsequently incurred by such Indemnified Party, unless (i) the indemnifying party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and Indemnified Party and representation of both parties by the Sub-Adviser same counsel would be inappropriate in the reasonable opinion of the Indemnified Party, due to actual or potential differing interests between them. (e) The Company shall be required to advance funds to an Advisor Indemnified Party for legal expenses and other costs incurred as a result of any legal action or proceeding if a claim in respect thereof is caused to be made pursuant hereto and if requested by such Advisor Indemnified Party if (i) such suit, action or proceeding relates to or arises out of, or is otherwise directly related alleged to relate to or arise out of or has been caused or alleged to have been caused in whole or in part by, any action or inaction on the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to part of the reckless disregard Advisor Indemnified Party in the performance of its duties or provision of its services on behalf of the Company; and (ii) the Advisor Indemnified Party undertakes to repay any funds advanced pursuant to this Section 11(e) in cases in which such Indemnified Party would not be entitled to indemnification under Section 11(b). If advances are required under this AgreementSection 11(e), the Advisor Indemnified Party shall furnish the Company with an undertaking as set forth in clause (ii) of the preceding sentence and shall thereafter have the right to bill the Company for, or otherwise require the Company to pay, at any time and from time to time after such Advisor Indemnified Party shall become obligated to make payment therefor, any and all reasonable amounts for which such Advisor Indemnified Party is entitled to indemnification under this Section 11, and the Company shall pay the same within thirty (30) days after request for payment. In the event that a determination is made by a court of competent jurisdiction or an arbitrator that the Company is not so obligated in respect of any amount paid by it to a particular Advisor Indemnified Party, such Advisor Indemnified Party will refund such amount within sixty (60) days of such determination, and in the event that a determination by a court of competent jurisdiction or an arbitrator is made that the Company is so obligated in respect to any amount not paid by the Company to a particular Advisor Indemnified Party, the Company will pay such amount to such Advisor Indemnified Party within thirty (30) days of such final determination, in either case together with interest at the current prime rate plus two percent (2%) from the date paid until repaid or the date it was obligated to be paid until the date actually paid.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The (a) Sub-Adviser shall indemnify not be liable for any action taken, omitted or suffered to be taken by it in its reasonable judgment, in good faith and hold harmless the Adviser, the Trust, all affiliated persons thereof (believed by it to be authorized or within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933discretion or rights or powers conferred upon it by this Contract, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection accordance with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreementthe absence of) specific directions or instructions from RIM; provided, however, that the such acts or omissions shall not have resulted from Sub-Adviser’s obligation willful misfeasance, bad faith or negligence, violation of the standard of care established by and applicable to Sub-Adviser in its actions under this Section 21 Contract, or breach of its duty or of its obligations hereunder. Notwithstanding the foregoing, federal and state securities laws (and ERISA, if applicable) impose liability under certain circumstances on persons who act in good faith, and therefore nothing herein shall be reduced in any way constitute a waiver or limitation of any rights which Investment Company and/or RIM may have under federal or state securities laws of the United States of America or under any other applicable law (including ERISA, if applicable). (b) Sub-Adviser agrees to indemnify RIM, its affiliates, the extent that Investment Company and the claim againstFund against any and all liability, loss, liability claim, damages, court costs or cost experienced expenses (including reasonable attorneys’ fees) which any of them may incur or suffer as a result of or in connection with Sub-Adviser’s (or its employees’ or agents’) violation of Relevant Law or Sub-Adviser’s willful misfeasance, bad faith or negligence, violation of the standard of care established by and applicable to Sub-Adviser in its actions under this Contract, or breach of its duty or of its obligations hereunder. (c) RIM agrees to indemnify the Sub-Adviser is caused by and its affiliates against any and all liability, loss, claim, damages, court costs or is otherwise directly related to expenses (including reasonable attorneys’ fees) which the Sub-AdviserAdviser or its affiliates may incur or suffer as a result of or in connection with RIM’s own willful misfeasance, fraud, bad faith (or gross negligenceits employees’ or agents’) violation of this Contract or Relevant Law, or to the reckless disregard of RIM’s negligence or willful misfeasance in carrying out its duties under this AgreementContract.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and (a) Company agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) its agents, investment adviser, and all controlling persons (as described in Section 15 of the Securities Act of 1933Distributor harmless from any claim, as amended) from and against any damage, loss, liability, judgment, cost or penalty expense (including any reasonable attorney’s fees or other related expenses“Loss”) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-AdviserCompany’s own breach of this agreement, Company’s gross negligence or willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard misconduct in performance of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933hereunder, as amended) from and against or any loss, liability, judgment, cost or penalty (including any reasonable attorneyfailure on Company’s fees or other related expenses) arising out of or in connection part to comply with this Agreementapplicable laws; provided, however, that the Adviser’s obligation under this Section 21 shall Company will not be reduced liable for indemnification hereunder to the extent that any Loss results from the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith misconduct or gross negligencenegligence of Distributor or its affiliates. Such right to indemnification will survive the termination of this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or to the reckless disregard willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this AgreementSection, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this Section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party). (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and (a) Company agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold the Fund, its agents, investment adviser, and Distributor harmless the Adviserfrom any claim, the Trustdamage, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty expense (including any reasonable attorney’s fees or other related expenses“Loss”) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-AdviserCompany’s own breach of this agreement, Company’s gross negligence or willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard misconduct in performance of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933hereunder, as amended) from and against or any loss, liability, judgment, cost or penalty (including any reasonable attorneyfailure on Company’s fees or other related expenses) arising out of or in connection part to comply with this Agreementapplicable laws; provided, however, that the Adviser’s obligation under this Section 21 shall Company will not be reduced liable for indemnification hereunder to the extent that any Loss results from the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith misconduct or gross negligencenegligence of Distributor or its affiliates. Such right to indemnification will survive the termination of this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or to the reckless disregard willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this AgreementSection, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party). (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice Administrator shall be responsible for the performance of the limitation of shareholder liability only such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, including other service providers, other than Delegates (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct or negligence in performing the Services. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any 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 Instrument by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). 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 except to the extent caused by or resulting from the negligence or willful misconduct of the Trust and agrees that obligationsAdministrator, if anyits officers or employees. Neither Party shall be liable for any special, assumed by the Trust pursuant to indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement shall be limited in all cases or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the Trust and its assetsParties regardless of whether such damages were foreseeable or whether either Party or any entity had been advised of the possibility of such damages. In any event, and if the liability relates to one or more seriesunless otherwise agreed, the obligations hereunder Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the respective assets preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders Trust as a regulated investment company or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only liability relating to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust’s compliance with any federal or state tax or securities statute, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost regulation or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement.ruling during such Liability Period. “

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify not be liable for, and the Fund and the Manager will not take any action against the Sub-Adviser to hold harmless the AdviserSub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the TrustFund or the Manager (including, all affiliated persons thereof (within the meaning of Section 2(a)(3) without limitation, by reason of the Investment Company Actpurchase, sale or retention of any security) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations 's duties under this Agreement to the extent Agreement, except for a loss resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to negligence on the reckless disregard part of the Sub-Adviser in the performance of its duties under this Agreement. C. , or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser shall Fund will indemnify and hold harmless the Sub-Adviser, its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and against, any and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933losses, as amended) from and against any lossclaims, liabilitydamages, judgment, cost liabilities or penalty litigation (including any reasonable attorney’s 's fees or other related and expenses) arising out of or in connection with this Agreement; provided(collectively, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced "Losses") incurred by the Sub-Adviser is caused by or is otherwise directly related relating to the Subactions of any previous sub-Adviser’s own adviser of the Fund, including any claims by third parties (including, but not limited to, any claims made or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasance, fraud, bad faith or gross negligence, or to negligence on the reckless disregard part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund shall be entitled to participate at its own expense in the defense of such action. In addition, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities laws.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement (a) IXIS Advisors shall not be limited in all cases liable to the Trust and its assets, and if the liability relates to one Trusts for any error of judgment or more series, the obligations hereunder shall be limited to the respective assets mistake of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of law or for any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) loss arising out of any act or omission by IXIS Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of IXIS Advisors and its affiliates, in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreementhereunder; provided, however, that the Adviser’s obligation under this Section 21 nothing contained herein shall be reduced construed to protect IXIS Advisors against any liability to the extent that Trusts, the claim againstFunds, loss, liability or cost experienced the shareholders to which IXIS Advisors shall otherwise be subject by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own reason of its willful misfeasance, fraud, bad faith or gross negligencefaith, or to negligence in the performance of its duties or the reckless disregard of its obligations and duties under hereunder. (b) IXIS Advisors will indemnify and hold harmless the Trusts, their officers, employees, and agents and any persons who control the Trusts (collectively, the “Trusts Indemnified Parties”) and hold each of them harmless from any losses, claims, damages, liabilities, or actions in respect thereof to which the Trusts Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of IXIS Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of IXIS Advisors to comply with the terms of this Agreement. IXIS Advisors will reimburse the Trusts for reasonable legal or other expenses reasonably incurred by the Trusts in connection with investigating or defending against any such loss, claim, damage, liability, or action. IXIS Advisors shall not be liable to the Trusts for any action taken or omitted by the Trusts in bad faith or with willful misfeasance or negligence or with reckless disregard by the Trusts of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Trusts and any person controlling the Trusts. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement (a) IXIS Advisors shall not be limited in all cases liable to the Trust and its assets, and if the liability relates to one Trusts for any error of judgment or more series, the obligations hereunder shall be limited to the respective assets mistake of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of law or for any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) loss arising out of any act or omission by IXIS Advisors, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of IXIS Advisors and its affiliates, in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreementhereunder; provided, however, that the Adviser’s obligation under this Section 21 nothing contained herein shall be reduced construed to protect IXIS Advisors against any liability to the extent that Trusts, the claim againstFunds, loss, liability or cost experienced the shareholders to which IXIS Advisors shall otherwise be subject by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own reason of its willful misfeasance, fraud, bad faith or gross negligencefaith, or to negligence in the performance of its duties or the reckless disregard of its obligations and duties under hereunder. (b) IXIS Advisors will indemnify and hold harmless the Trusts, their officers, employees, and agents and any persons who control the Trusts (collectively, the "Trusts Indemnified Parties") and hold each of them harmless from any losses, claims, damages, liabilities, or actions in respect thereof to which the Trusts Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of IXIS Advisors, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of IXIS Advisors to comply with the terms of this Agreement. IXIS Advisors will reimburse the Trusts for reasonable legal or other expenses reasonably incurred by the Trusts in connection with investigating or defending against any such loss, claim, damage, liability, or action. IXIS Advisors shall not be liable to the Trusts for any action taken or omitted by the Trusts in bad faith or with willful misfeasance or negligence or with reckless disregard by the Trusts of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Trusts and any person controlling the Trusts. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement (a) CIS shall not be limited in all cases liable to the Trust and its assets, and if the liability relates to one Trusts for any error of judgment or more series, the obligations hereunder shall be limited to the respective assets mistake of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of law or for any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) loss arising out of any act or omission by CIS, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of CIS and its affiliates, in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreementhereunder; provided, however, that the Adviser’s obligation under this Section 21 nothing contained herein shall be reduced construed to protect CIS against any liability to the extent that Trusts, the claim againstFunds, loss, liability or cost experienced the shareholders to which CIS shall otherwise be subject by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own reason of its willful misfeasance, fraud, bad faith or gross negligencefaith, or to negligence in the performance of its duties or the reckless disregard of its obligations and duties under hereunder. (b) CIS will indemnify and hold harmless the Trusts, their officers, employees, and agents and any persons who control the Trusts (collectively, the "Trusts Indemnified Parties") and hold each of them harmless from any losses, claims, damages, liabilities, or actions in respect thereof to which the Trusts Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of CIS, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of CIS to comply with the terms of this Agreement. CIS will reimburse the Trusts for reasonable legal or other expenses reasonably incurred by the Trusts in connection with investigating or defending against any such loss, claim, damage, liability, or action. CIS shall not be liable to the Trusts for any action taken or omitted by the Trusts in bad faith or with willful misfeasance or negligence or with reckless disregard by the Trusts of their respective obligations and duties hereunder. The indemnities herein shall, upon the same terms and conditions, extend to and inure to the benefit of each of the officers of the Trusts and any person controlling the Trusts. (c) The obligations set forth in this Section 4 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put on notice Advisor shall not be liable for any Liabilities suffered by a CMF Feeder Fund or CMF as a result of any act or omission by the Advisor in the course of rendering services under this Agreement, including those resulting from any error by the Advisor in executing a trade order generated by the Program for such CMF Feeder Fund, other than any Liabilities finally judicially determined to have resulted solely from (i) the gross negligence, willful default, fraud or bad faith of the limitation Advisor Indemnified Persons (defined below) or (ii) a material breach of shareholder liability a material term of this Agreement by the Advisor Indemnified Persons. (b) The CMF Feeder Funds and CMF shall not be liable for any Liabilities suffered by the Advisor as set forth a result of any act or omission by a CMF Feeder Fund or CMF in the Trust Instrument course of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the performing their respective obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not jointother than any Liabilities finally judicially determined to have resulted solely from (i) the gross negligence, and are included together in willful default, fraud or bad faith of the CMF Indemnified Persons (defined below) or (ii) a material breach of a material term of this Agreement solely for by the sake of convenienceCMF Indemnified Persons. B. The Sub-Adviser shall (c) Each CMF Feeder Fund shall, subject to Paragraph 6(e) hereof, indemnify and hold harmless the AdviserAdvisor or any of its partners, directors, officers, principals, managers, members, shareholders, employees, controlling persons or successors and assigns (collectively, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended“Advisor Indemnified Persons”) from and against any lossand all liabilities, liabilityobligations, judgmentlosses, cost damages, suits and all reasonable expenses, including, without limitation, reasonable attorneys’ and accountants’ fees, investigatory fees, collection fees, court costs and other legal expenses actually incurred (collectively, the “Liabilities”), which may be asserted against or penalty (including incurred by such persons based on any reasonable attorney’s fees act or other related expenses) arising out omission relating to the terms of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent except for those Liabilities resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, willful default, fraud or bad faith of, or a material breach of a material term of this Agreement by, the Advisor Indemnified Persons. For the avoidance of doubt, only a CMF Feeder Fund that is responsible for the event giving rise to the reckless disregard of its duties indemnification obligation under this AgreementParagraph 6(c) shall be responsible for indemnifying the Advisor Indemnified Persons pursuant to this Paragraph 6(c), and no CMF Feeder Fund shall be liable for any indemnification obligation of any other CMF Feeder Fund owed to the Advisor pursuant to this Paragraph 6(c). C. The Adviser shall (d) CMF shall, subject to Paragraph 6(e) hereof, indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) Advisor Indemnified Persons from and against any lossand all Liabilities which may be asserted against or incurred by such persons based on any act or omission relating to the terms of this Agreement except for those Liabilities resulting from the gross negligence, liabilitywillful default, judgment, cost fraud or penalty (including any reasonable attorney’s fees or other related expenses) arising out bad faith of or a material breach of a material term of this Agreement by the Advisor Indemnified Persons. (e) Unless ordered by a court or administrative forum, any indemnification under Paragraph 6(c) hereof shall be made by a CMF Feeder Fund and indemnification under Paragraph 6(d) hereof shall be made by CMF (each, an “Indemnifying Party”), only as authorized in connection the specific case, and with this Agreement; providedrespect to any indemnification under Paragraphs 6(c) and 6(d) hereof in the event of a settlement of any action or proceeding with the prior written consent of the Indemnifying Party, howeveronly upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Advisor Indemnified Party has met the applicable standard of conduct set forth in Paragraphs 6(c) and 6(d) hereof. Such independent legal counsel shall be selected by the Indemnifying Party in a timely manner, subject to the Advisor’s approval, which approval shall not be unreasonably delayed or withheld. The Advisor shall be deemed to have approved the Indemnifying Party’s selection unless the Advisor notifies the Indemnifying Party in writing, received by the Indemnifying Party within five (5) business days of the Indemnifying Party’s providing the Advisor of the notice of the Indemnifying Party’s selection, that the Adviser’s obligation Advisor does not approve the selection. (f) The Advisor shall, subject to Paragraph 6(g) hereof, indemnify and hold harmless each CMF Feeder Fund and CMF and their respective partners, directors, officers, principals, managers, members, shareholders, employees, controlling persons or successors and assigns (collectively, the “CMF Indemnified Persons”) against any Liabilities which may be asserted against or incurred by such persons resulting from the gross negligence, willful default, fraud or bad faith of, or a material breach of a material term of this Agreement by, the Advisor Indemnified Persons. (g) Any indemnification under this Section 21 Paragraph 6(f) hereof, unless ordered by a court or administrative forum, shall be reduced made by the Advisor only as authorized in the specific case and, with respect to any indemnification under Paragraph 6(f) hereof in the event of a settlement of any action or proceeding with the prior written consent of the Advisor, only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the acts or omission of the Advisor Indemnified Person have met the applicable standard of conduct set forth in Paragraph 6(f) hereof. Such independent legal counsel shall be selected by the Advisor in a timely manner, subject to CMF’s approval, which approval shall not be unreasonably delayed or withheld. CMF shall be deemed to have approved the Advisor’s selection unless CMF notifies the Advisor in writing, received by the Advisor within five days of the Advisor’s providing CMF of the notice of the Advisor’s selection, that CMF does not approve the selection. (h) None of the indemnifications provisions contained in this Paragraph 6 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification without the prior written consent, which shall not be unreasonably delayed or withheld, of the party obligated to indemnify such party. (i) The foregoing agreements of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to an indemnified person. (j) Promptly after receipt by an indemnified person of notice of the commencement of any action, claim, or proceeding to which any of the indemnities may apply, the indemnified person shall notify the indemnifying party in writing of the commencement thereof if a claim in respect thereof is to be made against the indemnifying party hereunder; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that the indemnifying party may have to the indemnified person hereunder, except where such omission has materially prejudiced the indemnifying party. In case any action, claim, or proceeding is brought against an indemnified person and the indemnified person notifies the indemnifying party of the commencement thereof as provided above, the indemnifying party shall be entitled to participate therein and, to the extent that the claim againstindemnifying party desires, loss, liability or cost experienced to assume the defense thereof with counsel selected by the Sub-Adviser is caused indemnifying party and not unreasonably disapproved by or is otherwise directly related the indemnified person. After notice from the indemnifying party to the Sub-Adviserindemnified person of the indemnifying party’s own willful misfeasanceelection so to assume the defense thereof as provided above, fraudthe indemnifying party shall not be liable to the indemnified person under the indemnity provisions hereof for any legal and other expenses subsequently incurred by the indemnified person in connection with the defense thereof, bad faith or gross negligenceother than reasonable costs of investigation. Notwithstanding the preceding paragraph, if in any action, claim, or proceeding as to which indemnification is or may be available hereunder, an indemnified person reasonably determines that its interests are or may be adverse, in whole or in part, to the reckless disregard indemnifying party’s interests or that there may be legal defenses available to the indemnified person that are different from, in addition to, or inconsistent with the defenses available to the indemnifying party, the indemnified person may retain its own counsel in connection with such action, claim, or proceeding and shall be indemnified (provided the indemnified person is so entitled) by the indemnifying party for any legal and other expenses reasonably incurred in connection with investigating or defending such action, claim, or proceeding. In no event shall the indemnifying party be liable for the fees and expenses of its duties under more than one counsel for all indemnified persons in connection with any one action, claim, or proceeding or in connection with separate but similar or related actions, claims, or proceedings in the same jurisdiction arising out of the same general allegations. The indemnifying party shall not be liable for any settlement of any action, claim, or proceeding effected without the indemnifying party’s express written consent, but if any action, claim, or proceeding, is settled with the indemnifying party’s express written consent, the indemnifying party shall indemnify, defend, and hold harmless an indemnified person as provided in this Paragraph 6. (k) The provisions of this Paragraph 6 shall survive the termination of this Agreement.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put on notice shall have responsibility for the accuracy and completeness (and liability for the lack thereof) only of the limitation of shareholder liability as Disclosure Documents with respect to Sub-Adviser disclsoure . (i) any investment policy, guideline or restriction set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed Registration Statement or as approved by the Trust pursuant Board from time to this Agreement shall be limited in all cases time and provided to the Trust and its assetsSub-Adviser; or (ii) applicable law, and if the liability relates to one or more series, the obligations hereunder shall be including but not limited to the respective assets of 1940 Act and the Code (including but not limited to the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only 's failure to satisfy the liabilities and obligations diversification or source of that Fund, and not the liabilities or obligations income requirements of any other Fund. The obligations of each Subchapter M of the Funds under this Agreement are several and not joint, and are included together Code) (the investments described in this Agreement solely for the sake of conveniencesubsection (b) collectively are referred to as "Improper Investments"). B. (c) The Sub-Adviser shall indemnify and hold harmless the Trust with respect to each Fund managed by the Sub-Adviser, each affiliated person of the Trust, all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company 1940 Act) , and all controlling persons (as described in Section 15 of each person who controls the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities 1933 Act of 1933(any such person, as amendedan "Indemnified Party") from and against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, liabilityclaim, judgmentdamage, cost expense or penalty (including liability and reasonable counsel fees incurred in connection therewith) to which any reasonable attorney’s fees such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other related expensesfederal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) the Adviser's performance or non-performance of its duties hereunder othexent hatheAdviserhas actedwithwilfulmisfeasance,badfaith,or neglignceorwithrckledisegardof itsobligations andutieshreunder or (iv) any untrue statement or alleged untrue statement of a material fact contained in connection any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, for purposes of this Section 14(c)(iv) solely with respect to the Sub-Adviser Disclosure (it being understood, however, that this Agreementindemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Document has been reviewed by the Adviser, as contemplated in Section 7(c) hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Adviser’s obligation under Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. (d) For purposes of clarification, and subject to the above provisions of this Section 21 shall be reduced 14, except with respect to the extent that the claim againstSub-Adviser Disclosure or Improper Investments, loss, liability or cost experienced by the Sub-Adviser is caused by shall not be liable for any error of judgment or is otherwise directly related to mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Sub-Adviser’s own Adviser against any liability to the Fund to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, fraud, bad faith or gross negligencefaith, or to negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties under this Agreementhereunder.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of (a) As an inducement to the limitation of shareholder liability as set forth in Administrator undertaking to provide services to the Trust Instrument of the Trust RIC and agrees that obligations, if any, assumed by the Trust each Fund pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more seriesAgreement, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further RIC and each Fund agrees that it shall the Administrator will not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds liable under this Agreement are several and not joint, and are included together in this Agreement solely for any error of judgment or mistake of law or for any loss suffered by the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost RIC or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or a Fund in connection with the performance of the Sub-Adviser’s obligations under matters to which this Agreement relates, provided that nothing in this Agreement will be deemed to protect or purport to protect the Administrator against any liability to the extent resulting from RIC, a Fund or its shareholders to which the Sub-Adviser’s own Administrator would otherwise be subject by reason of willful misfeasance, fraud, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. In no event will the Administrator be liable for indirect, special or consequential damages (even if the Administrator has been advised of the possibility of such damages) arising from the obligations assumed hereunder and the services provided for by this Agreement, including but not limited to lost profits, loss of use of accounting systems, cost of capital, cost of substituted facilities programs or services, downtime costs, or claims of the applicable Fund’s shareholders for such damage. (b) The RIC will indemnify and hold the Administrator harmless against any losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit brought by any person (including a shareholder naming the Funds or any of their series or classes as a party) other than the RIC not resulting from the Administrator’s negligence, or caused by errors of judgment or mistakes of law committed by the Administrator in a good faith effort to the reckless disregard of carry out its duties under this Agreement. C. The Adviser shall indemnify (c) At any time the Administrator may apply to any officer of a Fund for instructions, and hold harmless may consult with legal counsel for a Fund, at the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) expense of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933Fund, as amended) from and against with respect to any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) matter arising out of or in connection with this Agreement; providedand it will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or upon the advice of such counsel. The Administrator is authorized to act on the orders, howeverdirections or instructions of such persons as the Board of Directors/Trustees from time to time designates by resolution. The Administrator will be protected in acting upon any paper or document, that including any orders, directions or instructions, reasonably believed by it to be genuine and to have been signed by the Adviser’s obligation proper person or persons; and the Administrator will not be held to have notice of any change of authority of any xxxxxx so authorized by a Fund until receipt of written notice from the Fund. In carrying out the oversight of Fund Accounting Services under this Section 21 shall Agreement the Administrator will be reduced entitled to receive, and may rely upon, information furnished it by means of Proper Instructions (as defined below), including but not limited to; (i) the extent that manner and amount of accrual of expenses to be recorded on the claim againstbooks of each Fund; (ii) the source of quotations to be used for securities as may not be available through the Administrator’s normal pricing services; (iii) the value to be assigned to any asset for which no price quotations are readily available; (iv) if applicable, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to manner of computation of the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard public offering price and other computations as may be necessary; (v) transactions in portfolio securities; (vi) transactions in capital shares; and (vii) information received from any third party transfer agent of its duties under this Agreementa Fund.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby duties of Hatteras shall be confined to those expressly put on notice of the limitation of shareholder liability as set forth herein, and no implied duties are assumed by or may be asserted against Hatteras hereunder. Hatteras 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 hereunder, except a loss resulting from willful misfeasance, gross negligence or reckless disregard in the Trust Instrument performance of the Trust its duties, or by reason of reckless disregard of its obligations and agrees that obligationsduties hereunder, if any, assumed by the Trust pursuant to except as may otherwise be provided under provisions of applicable state law or Federal securities law which cannot be waived or modified hereby. (As used in this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more seriesParagraph 8, the obligations hereunder term “Hatteras” shall be limited to the respective assets include managers, officers, employees and other agents of the Fund. The Sub-Adviser further agrees Hatteras as well as that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(scompany itself), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. (b) The Sub-Adviser Fund shall indemnify and hold harmless the Adviser, the TrustHatteras, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act0000 Xxx) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amendedamended (“1933 Act”)) from (collectively, “Hatteras Indemnitees”) against, any and against any lossall losses, liabilityclaims, judgmentdamages, cost liabilities or penalty litigation (including any reasonable attorney’s fees or legal and other related expenses) arising out of or in connection with the performance to which any of the Sub-Adviser’s obligations Hatteras Indemnitees may become subject under this Agreement the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise (“Losses”) except to the extent resulting from such Losses shall have been finally determined in a non-appealable decision on the Sub-Adviser’s own merits in any such action, suit, investigation or other proceeding to have been incurred or suffered by such Hatteras Indemnitee by reason of willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its the duties involved in the conduct of such Hatteras Indemnitee’s office. The rights of indemnification provided under this Agreement. C. The Adviser Section shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning not be construed so as to provide for indemnification of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against a Hatteras Indemnitee for any loss, liability, judgment, cost or penalty Losses (including any reasonable attorney’s fees or other related expensesliability under Federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related (but only to the Sub-Adviser’s own willful misfeasanceextent) that such indemnification would be in violation of applicable law, fraud, bad faith or gross negligence, or but shall be construed so as to effectuate the applicable provisions of this Section to the reckless disregard of its duties under this Agreement.fullest extent permitted by law

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice To the maximum extent permitted by applicable law, the entire liability of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust intuit, its affiliates and agrees that obligations, if any, assumed by the Trust pursuant suppliers for all claims relating to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder agreement shall be limited to the respective assets amount you paid for the membership term services during the twelve (12) months prior to such claim. Subject to applicable law, Intuit, its affiliates and suppliers are not liable for any of the Fundfollowing: (a) indirect, special, incidental, punitive or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet intuit systems requirements. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder above limitations apply even if Intuit and its affiliates and suppliers have been advised of the Fund(s)possibility of such damages. This agreement sets forth the entire liability of intuit, nor from its affiliates and your exclusive remedy with respect to the Trustees or any individual Trusteeservices and its use. The assets of a Fund shall be available only You agree to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of: (i) your use of the Adviser, the Trust, all affiliated persons thereof Services in breach of any laws or regulations; (within the meaning ii) your breach of Section 2(a)(31, QuickBooks Certification Additional Terms and Conditions included in Exhibit B, and Section F of this Agreement; (iii) any breach by you of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty third party rights (including intellectual property rights); (iv) your willful breach of this Agreement; or (v) any reasonable attorney’s fees other breach of this Agreement, (collectively referred to as "Claims"). Further, you agree to indemnify Intuit resulting from any suit or other related expensesproceeding based upon a claim arising (i) by reason of your performance or non-performance under this Agreement; (ii) arising out of or in connection with the performance your use of the Sub-Adviser’s obligations under this Agreement to Intuit Marks in any manner whatsoever except in the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties form expressly licensed under this Agreement. C. The Adviser shall indemnify ; (iii) a breach of any representation, warranty, or obligation made by Member contained in the terms of this Agreement, and/or (iv) for any personal injury, product liability, or other claim arising from the promotion and/or provision of products or services by you. Intuit reserves the right, in its sole discretion and hold harmless at its own expense, to assume the Sub-Adviser exclusive defense and all affiliated persons thereof (within control of any Claims. You agree to reasonably cooperate as requested by Intuit in the meaning defense of Section 2(a)(3) any Claims. Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims. You agree to reimburse Intuit upon demand for any expenses reasonably incurred by Intuit in defending such claim, including, without limitation, attorney's fees and costs, as well as any judgment or settlement of the Investment Company Act) and all controlling persons (as described claim or proceeding. In no event may you enter into any third party agreements which would in Section 15 of any manner whatsoever affect the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligencerights of, or to bind Intuit in any manner without the reckless disregard prior written consent of its duties under this AgreementIntuit.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund12.1. The Sub-Adviser further agrees that it shall not seek satisfaction be liable to the Series for any loss (including reasonable transaction costs) incurred by the Series as a result of: (i) any investment made by the Sub-Adviser in contravention of: (a) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time, and in each case previously agreed with the Sub-Adviser (including, for the avoidance of any such obligation from the shareholders or any individual shareholder of the Fund(sdoubt, Schedule B hereto), nor from or (b) applicable law, including but not limited to the Trustees or any individual Trustee. The assets of a Fund shall be available only 1940 Act and the Code (including but not limited to the Trust's failure to satisfy the liabilities diversification or source of income requirements of Subchapter M of the Code) and (ii) any trade execution errors made by the Sub-Adviser, in each case to the extent that such losses result from the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance of the Sub-Adviser's duties or by reason of the Sub-Adviser's reckless disregard of its obligations and duties hereunder (collectively, the "SUB-ADVISER DISABLING CONDUCT"). 12.2. The duties of that Fund, and the Sub-Advisor shall be confined to those expressly set forth herein with respect to the Allocated Portion. The Sub-Adviser shall not be liable for any loss suffered by the liabilities Manager or obligations a Series arising out of any portfolio investment or disposition hereunder, except: (i) as set out in Sections 12.1 and 12.3 and (ii) as may otherwise be provided under provisions of applicable federal or state law that cannot be waived or modified hereby. Under no circumstances shall the Sub-Adviser be liable for any loss arising out of any act or omission taken by the Manager, any other Fundsub-adviser, or any other third party, in respect of any portion of the Trust's assets not managed by the Sub-Adviser pursuant to this Agreement. Under no circumstances shall the Manager or the Sub-Adviser be liable for any punitive, consequential or special damages arising under or in connection with this Agreement, even in the event such person has been advised of the possibility or likelihood of such damages. 12.3. The obligations Sub-Adviser shall have responsibility for any untrue statement of each a material fact contained in the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the Funds under this Agreement are several foregoing) and advertising and sales material relating to the Series (the "DISCLOSURE DOCUMENTS") or the omission to state in the Disclosure Documents taken together a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not jointmisleading, and are included together if such statement or omission was made in this Agreement solely reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, agent or employee of the Sub-Adviser for the sake of convenienceuse therein. B. 12.4. The Sub-Adviser shall indemnify and hold harmless the Trust with respect to each Series managed by the Sub-Adviser, each affiliated person of the Trust, all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company 1940 Act) , and all controlling persons (as described in each person who controls the Trust within the meaning of Section 15 of the Securities 1933 Act of 1933(any such person, as amendeda "SUB-ADVISER INDEMNIFIED PARTY") from and against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, liabilityclaim, judgmentdamage, cost expense or penalty (including liability and reasonable counsel fees incurred in connection therewith) to which any reasonable attorney’s fees such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other related expensesfederal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising arise directly out of or are based upon: (i) a material breach by the Sub-Adviser of this Agreement or of a material representation or warranty made by the Sub-Adviser herein; (ii) the Sub-Adviser Disabling Conduct; or (iii) any untrue statement of a material fact contained in connection with the performance Disclosure Documents or the omission to state in the Disclosure Documents taken together a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, agent or employee of the Sub-Adviser’s obligations under this Agreement to Adviser for the extent resulting from use therein; provided, however, that the Sub-Adviser’s own Adviser Indemnified Parties shall not be indemnified for any liability or expenses which may be sustained as a result of the Manager's willful misfeasance, fraudbad faith, gross negligence or reckless disregard of its duties hereunder (collectively, the "MANAGER DISABLING CONDUCT") or the willful misfeasance, bad faith or gross negligencenegligence of any Sub-Adviser Indemnified Party. 12.5. For purposes of clarification, and subject to the above provisions of this Section, the Sub-Adviser 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 the execution of securities transactions for the Series, provided that nothing in this Agreement shall protect the Sub-Adviser against any liability to the reckless disregard Trust to which the Sub-Adviser would otherwise be subject by reason of its duties under this Agreementthe Sub-Adviser Disabling Conduct. C. 12.6. The Adviser Manager shall indemnify and hold harmless the Sub-Adviser, each affiliated person of the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company 1940 Act) , and all controlling persons (as described in each person who controls the Sub-Adviser within the meaning of Section 15 of the Securities 1933 Act of 1933(any such person, as amendeda "MANAGER INDEMNIFIED PARTY") from and against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, liabilityclaim, judgmentdamage, cost expense or penalty (including liability and reasonable counsel fees incurred in connection therewith) to which any reasonable attorney’s fees such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other related expensesfederal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising arise directly out of or in connection with are based upon: (i) a material breach by the Manager of this AgreementAgreement or of a material representation or warranty made by the Manager herein; (ii) as a result of the Manager Disabling Conduct or (iii) violation of applicable law; provided, however, that the Adviser’s obligation under this Section 21 Manager Indemnified Parties shall not be reduced to the extent that the claim against, loss, indemnified for any liability or cost experienced by expenses which may be sustained as a result of the Sub-Adviser is caused by Disabling Conduct or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard negligence of its duties under this Agreementany Manager Indemnified Party.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust (a) Medical Mutual may rely upon and agrees that obligations, if any, assumed act upon any writing from any person authorized by the Trust pursuant Employer to this Agreement give instructions concerning the program and may conclusively rely upon and be protected in acting upon any written order from the Employer or upon any other notice, request, consent, certificate, or other instructions or paper reasonably believed by it to have been executed by a duly authorized person, so long as it acts in good faith in taking or omitting to take any such action. Medical Mutual need not inquire as to the basis in fact of any statement in writing received from the Employer or any other party authorized by the Employer to act with respect to the program. Medical Mutual shall be limited entitled to rely upon the information provided by the Employer in all cases to the Trust and performance of its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fundduties hereunder. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser Employer shall indemnify and hold Medical Mutual and its successors, parents, subsidiaries and affiliates and all of their respective officers, directors, employees, agents, successors and permitted assigns (the “Medical Mutual Parties”) harmless the Adviseragainst any and all liabilities, the Trustlosses, all affiliated persons thereof costs or expenses (within the meaning of Section 2(a)(3including reasonable legal fees and expenses) of the Investment Company Act) whatsoever kind and all controlling persons (as described in Section 15 of the Securities Act of 1933nature which may be imposed on, as amended) from and incurred by or asserted against Medical Mutual at any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement time to the extent resulting such liability, loss or expense results from the Sub-AdviserEmployer’s own willful misfeasance, fraud, bad faith or gross negligence, breach of the terms hereof, or to the reckless disregard of its duties willful misconduct under this Agreement. C. The Adviser . Medical Mutual shall indemnify and hold harmless the Sub-Adviser Employer and its successors, parents, subsidiaries and affiliates and all affiliated persons thereof of their respective officers, directors, employees, agents, successors and permitted assigns (within the meaning of Section 2(a)(3“Employer Parties”) harmless against any and all liabilities, losses, costs or expenses (including reasonable legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Investment Company Act) Employer Parties at any time to the extent such liability, loss or expense results from Medical Mutual’s negligence, breach of the terms hereof, or willful misconduct under this Agreement. Further, the Employer shall indemnify and hold Medical Mutual harmless against any and all controlling persons (as described in Section 15 of the Securities Act of 1933liabilities, as amended) from and against any losslosses, liability, judgment, cost costs or penalty expenses (including any reasonable attorney’s legal fees or other related and expenses) arising out of whatsoever kind and nature which may be imposed on, incurred by or asserted against Medical Mutual at any time in connection with (i) services performed by Medical Mutual in accordance with the terms of this Agreement; provided, however(ii) Medical Mutual’s having acted upon the directions of the Employer hereunder, or (iii) Medical Mutual’s having failed to act as a result of the Employer’s directions not to act, or in the absence of Employer directions. Whenever a party becomes aware of a claim that may be subject to the Adviser’s obligation under provisions of this Section 21 Section, it shall notify the other party as soon as practicable, and both parties shall reasonably cooperate in the resolution of such matter. Neither party shall be reduced liable to the extent that the claim againstother for any indirect, lossincidental, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasanceconsequential, fraud, bad faith or gross negligencespecial delay, or to the reckless disregard of its duties under this Agreementpunitive damages whatsoever.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The (a) Sub-Adviser shall indemnify not be liable for any action taken, omitted or suffered to be taken by it in its reasonable judgment, in good faith and hold harmless the Adviser, the Trust, all affiliated persons thereof (believed by it to be authorized or within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933discretion or rights or powers conferred upon it by this Contract, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection accordance with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreementthe absence of) specific directions or instructions from RIM; provided, however, that the such acts or omissions shall not have resulted from Sub-Adviser’s obligation willful misfeasance, bad faith or negligence, violation of the standard of care established by and applicable to Sub-Adviser in its actions under this Contract, or reckless disregard or breach of its duty or of its obligations hereunder. Notwithstanding the foregoing, federal and state securities laws (and ERISA, if applicable) impose liability under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Company and/or RIM may have under federal or state securities laws of the United States of America or under any other applicable law (including ERISA, if applicable). (b) Sub-Adviser agrees to indemnify RIM, its affiliates, the Investment Company and the Fund against any and all liability, loss, claim, damages, court costs or expenses (including reasonable attorneys’ fees) which any of them may incur or suffer as a result of or in connection with Sub-Adviser’s (or its employees’ or agents’) violation of Relevant Law or Sub-Adviser’s willful misfeasance, bad faith or negligence, violation of the standard of care established by and applicable to Sub-Adviser in its actions under this Contract, or reckless disregard or breach of its duty or of its obligations hereunder. Notwithstanding Section 21 shall be reduced 11(a), to the extent that Sub-Adviser is found by a court of competent jurisdiction, the claim SEC or any other regulatory agency to be liable to the Investment Company or any shareholder of the Investment Company (a “liability”) for any acts undertaken by Sub-Adviser or its corporate affiliates pursuant to this Contract, Sub-Adviser shall indemnify RIM, its affiliates, the Investment Company and the Fund, and each of their respective affiliates, officers, directors and employees (each a “RIM Indemnified Party”) from, against, lossfor and in respect of all losses, liability or cost experienced damages, costs and expenses incurred by the Sub-Adviser is caused or RIM Indemnified Party with respect to such liability, together with all legal and other expenses reasonably incurred by any such Sub-Adviser or is otherwise directly related RIM Indemnified Party, in connection with such liability. (c) RIM agrees to indemnify the Sub-AdviserAdviser and its affiliates against any and all liability, loss, claim, damages, court costs or expenses (including reasonable attorneys’ fees) which the Sub-Adviser or its affiliates may incur or suffer as a result of or in connection with RIM’s own (or its employees’ or agents’) violation of this Contract or Relevant Law, or RIM’s negligence, willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of in carrying out its duties under this AgreementContract.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put on notice shall have responsibility for the accuracy and completeness (and liability for the lack thereof) only of Disclosure Documents with respect to Sub-Adviser disclsoure . (b) The Sub-Adviser shall be liable to the limitation Fund for any loss (including transaction costs) incurred by the Fund as a result of shareholder liability as any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed Registration Statement or as approved by the Trust pursuant Board from time to this Agreement shall be limited in all cases time and provided to the Trust and its assetsSub-Adviser, and if as well as any trade errors for which the liability relates to one Sub-Adviser is responsible; or more series(ii) applicable law, the obligations hereunder shall be including but not limited to the respective assets of 1940 Act and the Code (including but not limited to the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only 's failure to satisfy the liabilities and obligations diversification or source of that Fund, and not the liabilities or obligations income requirements of any other Fund. The obligations of each Subchapter M of the Funds under this Agreement are several and not joint, and are included together Code) (the investments described in this Agreement solely for the sake of conveniencesubsection (b) collectively are referred to as "Improper Investments"). B. (c) The Sub-Adviser shall indemnify and hold harmless the Trust with respect to each Fund managed by the Sub-Adviser, each affiliated person of the Trust, all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company 1940 Act) , and all controlling persons (as described in Section 15 of each person who controls the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities 1933 Act of 1933(any such person, as amendedan "Indemnified Party") from and against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, liabilityclaim, judgmentdamage, cost expense or penalty (including liability and reasonable counsel fees incurred in connection therewith) to which any reasonable attorney’s fees such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other related expensesfederal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) the Adviser's performance or non-performance of its duties hereunder to the extent that the Adviser has acted with willful misfeasance, bad faith, or negligence or with reckless disregard of its obligations and duties hereunder or (iv) any untrue statement or alleged untrue statement of a material fact contained in connection any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, for purposes of this Section 14(c)(iv) solely with respect to the Sub-Adviser Disclosure (it being understood, however, that this Agreementindemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Document has been reviewed by the Adviser, as contemplated in Section 7(c) hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Adviser’s obligation under Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. (d) For purposes of clarification, and subject to the above provisions of this Section 21 shall be reduced 14, except with respect to the extent that the claim againstSub-Adviser Disclosure or Improper Investments, loss, liability or cost experienced by the Sub-Adviser is caused by shall not be liable for any error of judgment or is otherwise directly related to mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Sub-Adviser’s own Adviser against any liability to the Fund to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, fraud, bad faith or gross negligencefaith, or to negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties under this Agreementhereunder.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby duties of Hatteras shall be confined to those expressly put on notice of the limitation of shareholder liability as set forth herein, and no implied duties are assumed by or may be asserted against Hatteras hereunder. Hatteras 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 hereunder, except a loss resulting from willful misfeasance, gross negligence or reckless disregard in the Trust Instrument performance of the Trust its duties, or by reason of reckless disregard of its obligations and agrees that obligationsduties hereunder, if any, assumed by the Trust pursuant to except as may otherwise be provided under provisions of applicable state law or Federal securities law which cannot be waived or modified hereby. (As used in this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more seriesParagraph, the obligations hereunder term “Hatteras” shall be limited to the respective assets include managers, officers, employees and other agents of the Fund. The Sub-Adviser further agrees Hatteras as well as that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(scompany itself), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. (b) The Sub-Adviser Fund shall indemnify and hold harmless the Adviser, the TrustHatteras, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act1000 Xxx) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amendedamended (“1933 Act”)) from (collectively, “Hatteras Indemnitees”) against, any and against any lossall losses, liabilityclaims, judgmentdamages, cost liabilities or penalty litigation (including any reasonable attorney’s fees or legal and other related expenses) arising out of or in connection with the performance to which any of the Sub-Adviser’s obligations Hatteras Indemnitees may become subject under this Agreement the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise (“Losses”) except to the extent resulting from such Losses shall have been finally determined in a non-appealable decision on the Sub-Adviser’s own merits in any such action, suit, investigation or other proceeding to have been incurred or suffered by such Hatteras Indemnitee by reason of willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its the duties involved in the conduct of such Hatteras Indemnitee’s office. The rights of indemnification provided under this Agreement. C. The Adviser Section shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning not be construed so as to provide for indemnification of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against a Hatteras Indemnitee for any loss, liability, judgment, cost or penalty Losses (including any reasonable attorney’s fees or other related expensesliability under Federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related (but only to the Sub-Adviser’s own willful misfeasanceextent) that such indemnification would be in violation of applicable law, fraud, bad faith or gross negligence, or but shall be construed so as to effectuate the applicable provisions of this Section to the reckless disregard of its duties under this Agreementfullest extent permitted by law.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability Custodian undertakes to perform only such duties and obligations as are specifically set forth in this Agreement, it being expressly understood by the Trust Instrument Purchaser and the Seller that there are no implied duties or obligations under this Agreement. Neither the Custodian nor any of its officers, directors, employees or agents shall be liable, directly or indirectly, for any damages or expenses arising out of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds services performed under this Agreement are several and not joint, and are included together in this Agreement solely for other than damages which result from the sake negligence or willful misconduct of convenienceit or them. B. The Sub-Adviser shall (b) Except as described in the following sentence, the Purchaser agrees to indemnify and hold the Custodian, its officers, directors, employees and agents harmless against any and all losses, liabilities, damages, fees (including, without limitation, reasonable attorneys' fees and expenses), costs and expenses that may be imposed or incurred by or assessed against it or them, in the Adviserabsence of its or their negligence or willful misconduct that in any way relates to or arises out of the services performed by it or them under this Agreement, the TrustPurchase Agreement or the Servicing Agreement or any action taken or not taken by it or them in accordance with this Agreement, all affiliated persons thereof (within the meaning Purchase Agreement or the Servicing Agreement. In the event of Section 2(a)(3) an attachment of a Legal File, the Investment Company Act) and all controlling persons (party hereto served as described in Section 15 7 hereof shall indemnify the Custodian as provided for in the preceding sentence with respect to any and all costs and expenses incurred by the Custodian caused by such attachment. (c) Subject to Section 4 hereof, the Custodian makes no warranty or representation and shall have no responsibility as to the completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Securities Act Receivables and the Legal Files and will not be required to and will not make any representations as to the validity or value of 1933any of the Receivables and the Legal Files. Subject to Section 4 hereof, the Custodian makes no warranty or representation and shall have no responsibility (i) as amendedto whether a Receivable has been originally executed and (ii) from and against as to whether any losssuch signature has been duly authorized. (d) Except as otherwise provided in Section 22(a) hereof, liability, the Custodian shall not be liable for any error of judgment, cost or penalty for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything which it may do or refrain from doing in connection herewith. (including e) The Custodian may rely on and shall be protected in acting in good faith upon any reasonable attorney’s fees certificate, instrument, opinion, notice, letter, telegram or other related expensesdocument delivered to it and which in good faith it believes to be genuine and which has been signed by the proper party or parties. The Custodian may rely on and shall be protected in acting in good faith upon the written instructions of any designated officer of the Seller, to the extent the Seller is expressly permitted herein to give instructions, the Servicer or the Purchaser. (f) arising out The Custodian may at its own expense consult counsel satisfactory to it and the advice and opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in connection good faith and in accordance with such advice or opinion of such counsel. (g) The Custodian shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard any of its duties under hereunder, or in the exercise of its rights or powers, if the Custodian believes that repayment of such funds (repaid in accordance with the terms of this Agreement) or adequate indemnity against such risk or liability is not reasonably assured to it. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice 4.1 EXCEPT FOR AMOUNTS PAYABLE WITH RESPECT TO THIRD PARTY INDEMNIFICATION CLAIMS UNDER SECTION 4.2, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY. 4.2 Seller will indemnify and hold harmless BUYER and its members, officers, partners, agents, successors and assigns from any and all losses, liabilities, damages, demands, judgments, assessments and costs and expenses arising from or in connection with (A) any breach of Seller’s representations, warranties or covenants under this Agreement, (B) any claim that any Licensed Intellectual Property or its use infringes or misappropriates any Intellectual Property Right of a third party and (C) Seller’s use, promotion, sale or distribution of any of the limitation of shareholder liability as set forth Licensed Intellectual Property in the Trust Instrument Business and/or BUYER Field. BUYER will indemnify and hold harmless Seller and its directors, officers, partners, agents, successors and assigns from any and all losses, liabilities, damages, demands, judgments, assessments and costs and expenses arising from or in connection with BUYER’s use, promotion, sale or distribution of any of the Trust and agrees that obligations, if any, assumed by Licensed Intellectual Property outside of the Trust pursuant to Business and/or BUYER Field. Notwithstanding any provision in this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more seriesAgreement, the obligations hereunder indemnification herein shall be limited to the respective assets of indemnification set forth in the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Asset Purchase Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put (a) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on notice the part of the limitation Money Manager, neither Money Manager nor any of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligationsits directors, if anyofficers, assumed by the Trust pursuant to this Agreement or employees shall be limited in all cases subject to the Trust and its assetsliability to VIA, and if the liability relates to one or more seriesRIM, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders Investment Company, or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Actfor any error of judgment or mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding, or sale of any security or other instrument by the Fund. Notwithstanding the foregoing, federal and state securities laws (and ERISA, if applicable) impose liability under certain circumstances on persons who act in good faith, and all controlling persons (as described therefore nothing herein shall in Section 15 any way constitute a waiver or limitation of any rights that Investment Company, VIA and/or RIM may have under federal or state securities laws of the Securities Act United States of 1933, as amended) from and against America or under any loss, liability, judgment, cost or penalty other applicable law (including any reasonable attorney’s fees or other related expensesERISA, if applicable). (b) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement Notwithstanding Section 11(a), to the extent resulting from that VIA or RIM is found by a court of competent jurisdiction, the Sub-Adviser’s own willful misfeasance, fraud, bad faith SEC or gross negligence, or any other regulatory agency to be liable to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) Investment Company or any shareholder of the Investment Company Act(a “liability”) for any acts undertaken by Money Manager pursuant to this Contract, Money Manager shall indemnify VIA, RIM and each of their respective affiliates, officers, directors and employees (each a “VIA or RIM Indemnified Party”) from, against, for and in respect of all controlling persons (as described in Section 15 of losses, damages, costs and expenses incurred by the Securities Act of 1933, as amended) from and against any loss, VIA or RIM Indemnified Party with respect to such liability, judgmenttogether with all legal and other expenses reasonably incurred by any such VIA or RIM Indemnified Party, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to such liability. (c) To the extent that Money Manager is found by a court of competent jurisdiction, the claim SEC or any other regulatory agency to be liable to the Investment Company or any shareholder of the Investment Company (a “liability”) for any acts undertaken by RIM, RIM shall indemnify the Money Manager and each of its affiliates, officers, directors and employees (each a “Money Manager Indemnified Party”) from, against, lossfor and in respect of all losses, liability or cost experienced damages, costs and expenses incurred by the Sub-Adviser Money Manager Indemnified Party with respect to such liability, together with all legal and other expenses reasonably incurred by any such Money Manager Indemnified Party, in connection with such liability. (d) To the extent that Money Manager is caused found by a court of competent jurisdiction, the SEC or is otherwise directly related any other regulatory agency to be liable to the Sub-Adviser’s own willful misfeasanceInvestment Company or any shareholder of the Investment Company (a “liability”) for any acts undertaken by VIA, fraudVIA shall indemnify each Money Manager Indemnified Party from, bad faith against, for and in respect of all losses, damages, costs and expenses incurred by the Money Manager Indemnified Party with respect to such xxxxxxxxx, together with all legal and other expenses reasonably incurred by any such Money Manager Indemnified Party, in connection with such liability. (e) No party hereto shall bear any liability to the other parties for any loss of profits (whether direct or gross negligenceindirect), or to for any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the reckless disregard type of its duties under this Agreementaction in which such claim may be brought.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice (a) Consultant shall have no liability to the Company, its shareholders or to any third party for any losses, liabilities, obligations, fines, injunctions or other costs or expenses of any kind directly or indirectly sustained, or incurred or arising as a result of the limitation services that are the subject of shareholder liability this Agreement (or any action or inaction of any third party retained by or acting on behalf of Consultant hereunder) or for any other cause or reason, except as set forth may result from Consultant's gross negligence or wilful misconduct in the Trust Instrument performance of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenienceduties hereunder. B. (b) The Sub-Adviser shall Company agrees to indemnify and hold Consultant harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any losslosses, liabilityclaims, judgmentdamages or liabilities, cost joint or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or several, to which Consultant may become subject in connection with the performance services which are the subject of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify , and hold harmless the Subto reimburse Consultant for any out-Adviser of-pocket expenses including reasonable fees and all affiliated persons thereof (within the meaning expenses of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty counsel (including the cost of any reasonable attorney’s fees or other related expensesinvestigation and preparation) arising out of or incurred by Consultant in connection with this Agreementtherewith, whether or not resulting in any liability; provided, however, that the Adviser’s obligation Company shall not be liable under the foregoing indemnity to the extent that a court having jurisdiction shall have determined by a final judgment that such loss, claim, damage or liability resulted from the willful misconduct or gross negligence of Consultant. This indemnification shall remain in full force and effect following the completion or termination of this Agreement. (c) Consultant agrees to indemnify and hold the Company harmless from and against any losses, claims, damages or liabilities, joint or several, to which the Company may become subject in connection with the services which are the subject of this Agreement, and to reimburse the Company for any out-of-pocket expenses including reasonable fees and expenses of counsel (including the cost of any investigation and preparation) incurred by the Company in connection therewith, whether or not resulting in any liability; provided, however, that Consultant shall not be liable under the foregoing indemnity except to the extent that a court having jurisdiction shall have determined by a final judgment that such loss, claim, damage or liability resulted from the willful misconduct or gross negligence of Consultant. The indemnity agreement in this paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person, if any, who may be deemed to control the Company and to the respective officers, directors, employees and advisors of the Company and such control persons. This indemnification shall remain in full force and effect following the completion or termination of this agreement. (d) If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity under this Section 21 7 by any third party, written notice thereof shall be reduced given to the indemnifying party as promptly as practicable; provided that the failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the claim againstindemnifying party demonstrates that such failure was prejudicial to the ability of the indemnifying party to defend such lawsuit or action and resulted in increased cost to the indemnifying party pursuant to this Section 7. After such notice, lossif the indemnifying party shall acknowledge in writing to such indemnified party that such indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, liability then the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or cost experienced action and to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense; and such indemnified party shall cooperate in all reasonable respects, at the indemnifying party's cost, risk and expense, with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified party may, at its own cost, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. However, if the defendants in any action involve both the indemnifying party and the indemnified party, and the indemnified party concludes that representation of both the indemnifying party and the indemnified party by the Subsame counsel is inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them or for some other reason, then the indemnifying party shall have the right, at the expense of the indemnifying party, to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of the indemnified party. (e) In the case of any legal action directly between the Company and Consultant with regard to any matter covered by the provisions of this Section 7, the non-Adviser is caused by or is otherwise directly related to prevailing party shall pay all reasonable attorney's fees and expenses of the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard prevailing party incurred solely as a result of its duties under this Agreementsuch action.

Limitation of Liability; Indemnification. A. (a) The Sub-Distributor shall not be liable to the Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth for any action taken or omitted by it in the Trust Instrument absence of the Trust bad faith, willful misfeasance, gross negligence or reckless disregard by it (or its agents or employees) of its obligations and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds duties under this Agreement are several and not joint, and are included together in this Agreement solely for or the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Distribution Agreement. C. . The Adviser shall indemnify and hold harmless the Sub-Adviser Distributor, its affiliates and each of their respective employees, agents, directors and officers from and against, any and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) claims, demands, actions and all controlling persons (as described in Section 15 of the Securities Act of 1933suits, as amended) and from and against any lossand all judgments, liabilityliabilities, judgmentlosses, cost or penalty damages, costs, charges and reasonable counsel fees incurred in connection therewith (including any reasonable attorney’s fees or other related expensescollectively, “Losses”) arising out of or in connection with this Agreement; provided, however, that related to the Adviser’s obligation arrangement contemplated under this Section 21 shall be reduced Agreement and/or the Distribution Agreement, except to the extent that Losses result from the claim againstDistributor’s bad faith, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, negligence or to the its reckless disregard of its express obligations and duties hereunder and/or under the Distribution Agreement. (b) The Adviser shall not be liable to the Distributor for any action taken or omitted by it in the absence of bad faith, willful misfeasance, gross negligence or reckless disregard by it (or its agents or employees) of its obligations and duties under this Agreement. The Distributor shall indemnify and hold harmless the Adviser its affiliates and each of its respective employees, agents, directors and officers from and against, any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges and reasonable counsel fees incurred in connection therewith (collectively, “Losses”) arising out of or related to the arrangement contemplated under this Agreement, except to the extent that Losses result from the Adviser’s bad faith, willful misfeasance, or gross negligence or reckless disregard of their express obligations and duties hereunder.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put on notice shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of Disclosure Documents with respect to Sub-Adviser disclosure. (b) The Sub-Adviser shall be liable to the limitation Fund for any loss (including transaction costs) incurred by the Fund as a result of shareholder liability as any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed Registration Statement or as approved by the Trust pursuant Board from time to this Agreement shall be limited in all cases time and provided to the Trust and its assetsSub-Adviser; or (ii) applicable law, and if the liability relates to one or more series, the obligations hereunder shall be including but not limited to the respective assets of 1940 Act and the Code (including but not limited to the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only 's failure to satisfy the liabilities and obligations diversification or source of that Fund, and not the liabilities or obligations income requirements of any other Fund. The obligations of each Subchapter M of the Funds under this Agreement are several and not joint, and are included together Code) (the investments described in this Agreement solely for the sake of conveniencesubsection (b) collectively are referred to as "Improper Investments"). B. (c) The Sub-Adviser shall indemnify and hold harmless the Trust with respect to each Fund managed by the Sub-Adviser, each affiliated person of the Trust, all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company 1940 Act) , and all controlling persons (as described in Section 15 of each person who controls the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities 1933 Act of 1933(any such person, as amendedan "Indemnified Party") from and against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, liabilityclaim, judgmentdamage, cost expense or penalty (including liability and reasonable counsel fees incurred in connection therewith) to which any reasonable attorney’s fees such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other related expensesfederal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) the Adviser's performance or non-performance of its duties hereunder to the extent that the Adviser has acted with willful misfeasance, bad faith, or negligence or with reckless disregard of its obligations and duties hereunder or (iv) any untrue statement or alleged untrue statement of a material fact contained in connection any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, for purposes of this Section 14(c)(iv) solely with respect to the Sub-Adviser Disclosure (it being understood, however, that this Agreementindemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Document has been reviewed by the Adviser, as contemplated in Section 7(c) hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Adviser’s obligation under Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. (d) For purposes of clarification, and subject to the above provisions of this Section 21 shall be reduced 14, except with respect to the extent that the claim againstSub-Adviser Disclosure or Improper Investments, loss, liability or cost experienced by the Sub-Adviser is caused by shall not be liable for any error of judgment or is otherwise directly related to mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Sub-Adviser’s own Adviser against any liability to the Fund to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, fraud, bad faith or gross negligencefaith, or to negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement.hereunder

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of (a) Notwithstanding anything to the limitation of shareholder liability as contrary set forth in the Trust Instrument Operative Agreements, unless this Section 10.2 is specifically excluded from application to a specific Operative Agreement, Seller shall not be liable for any amounts with respect to the breach of a representation and warranty unless and until such amounts shall exceed in the aggregate $180,000 (one hundred eighty thousand)) (the "Limitation Amount") (in which case Seller shall only be liable with respect to the excess over the Limitation Amount). There shall be no Seller liability with respect to any such matter for individual amounts of less than $12,500 and such amounts shall not be taken into account in determining whether the Limitation Amount has been exceeded. In no event shall Seller's liability with respect to the breach of representations and warranties exceed 15% of the Trust and agrees that obligations, if any, assumed by Purchase Price in the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreementaggregate; provided, however, that such limitation shall not be applicable with respect to Seller's obligation of ownership of the Adviser’s obligation under Transferred Assets. If during any consecutive six calendar-month period following the Closing the share price of the ADSs provided to IBM by Buyer as the Purchase Price has dropped below the Share Price as defined in this Agreement, the former based upon the average of the daily average closing trading price for each trading day in such period, then the limitation to 15% of the Purchase Price set forth in this Section 21 10.2 shall each time automatically adjust to an amount equal to the result of (x) 15% of that average closing trading price, as calculated above, times (y) the number of ADSs provided to IBM as the Purchase Price. Neither Seller or Buyer shall be reduced responsible for any indirect, incidental, special or consequential damages whatsoever, including loss of profits or goodwill. (b) Subject to the limitations on liability set forth in Section 10.2(a) above, Seller shall, in accordance with the terms hereof, indemnify and hold harmless Buyer, its Subsidiaries and all of their Affiliates, officers, directors, employee, representatives and agents against and in respect of any and all liabilities, losses, damages, deficiencies, penalties, fines, costs or expenses (including without limitation, the reasonable fees and expenses of counsel if the Indemnifying Party does not undertake the defense) (collectively, "Losses") resulting from any misrepresentation or breach of warranty by Seller made in this Agreement (or in any of the other Operative Agreements), except to the extent that Seller is entitled to be indemnified by Buyer hereunder with respect to any such Loss. (c) Buyer shall, in accordance with the claim againstterms hereof, lossindemnify and hold harmless Seller and all of its Affiliates, liability officers, directors, employees, representatives and agents against and in respect of any and all of Seller's Losses (i) resulting from any misrepresentation or cost experienced by breach of warranty made in this Agreement or (ii) arising out of the Sub-Adviser is caused by ownership, operation or is otherwise directly related conduct of the Transferred Assets or the Assumed Liabilities from and after the Closing Date, except to the Sub-Adviser’s own willful misfeasanceextent that Buyer is entitled to be indemnified by Seller hereunder with respect to any such Loss. (d) Promptly after the receipt by any Party hereto of notice of any claim, fraudaction, bad faith suit or gross negligenceproceeding of any third party which is subject to indemnification hereunder, or such party (the "Indemnified Party") shall give written notice of such claim to the reckless disregard party obligated to provide indemnification hereunder (the "Indemnifying Party"), stating the nature and basis of such claim and the amount thereof, to the extent known. The Indemnifying Party shall be entitled to defend any such indemnified matter, so long as it chooses counsel that is reasonably satisfactory to the Indemnified Party. The Indemnified Party may participate in the defense of such claim, at its duties under this Agreementown expense, if the Indemnifying Party undertakes such defense. The Indemnifying Party shall reasonably cooperate with such Indemnified Party's counsel, if any. The Indemnifying Party shall not be obligated to indemnify an Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld or delayed.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put (a) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on notice the part of the limitation Money Manager, neither Money Manager nor any of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligationsits directors, if anyofficers, assumed by the Trust pursuant to this Agreement or employees shall be limited in all cases subject to the Trust and its assetsliability to VIA, and if the liability relates to one or more seriesFAV, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders Investment Company, or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Actfor any error of judgment or mistake of law or any other act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding, or sale of any security or other instrument by the Fund. Notwithstanding the foregoing, federal and state securities laws (and ERISA, if applicable) impose liability under certain circumstances on persons who act in good faith, and all controlling persons (as described therefore nothing herein shall in Section 15 any way constitute a waiver or limitation of any rights that Investment Company, VIA and/or FAV may have under federal or state securities laws of the Securities Act United States of 1933, as amended) from and against America or under any loss, liability, judgment, cost or penalty other applicable law (including any reasonable attorney’s fees or other related expensesERISA, if applicable). (b) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement Notwithstanding Section 13(a), to the extent resulting from that VIA or FAV is found by a court of competent jurisdiction, the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligenceSEC, or any other regulatory agency to be liable to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) Investment Company or any shareholder of the Investment Company Act(a “liability”) for any acts undertaken by Money Manager pursuant to this Contract, Money Manager shall indemnify VIA, FAV and each of their respective affiliates, officers, directors and employees (each a “VIA or FAV Indemnified Party”) from, against, for and in respect of all controlling persons (as described in Section 15 of losses, damages, costs and expenses incurred by the Securities Act of 1933, as amended) from and against any loss, VIA or FAV Indemnified Party with respect to such liability, judgmenttogether with all legal and other expenses reasonably incurred by any such VIA or FAV Indemnified Party, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to such liability. (c) To the extent that Money Manager is found by a court of competent jurisdiction, the claim SEC, or any other regulatory agency to be liable to the Investment Company or any shareholder of the Investment Company (a “liability”) for any acts undertaken by FAV, FAV shall indemnify the Money Manager and each of its affiliates, officers, directors and employees (each a “Money Manager Indemnified Party”) from, against, lossfor and in respect of all losses, liability or cost experienced damages, costs and expenses incurred by the Sub-Adviser Money Manager Indemnified Party with respect to such liability, together with all legal and other expenses reasonably incurred by any such Money Manager Indemnified Party, in connection with such liability. (d) To the extent that Money Manager is caused found by a court of competent jurisdiction, the SEC, or is otherwise directly related any other regulatory agency to be liable to the Sub-Adviser’s own willful misfeasanceInvestment Company or any shareholder of the Investment Company (a “liability”) for any acts undertaken by VIA, fraudVIA shall indemnify each Money Manager Indemnified Party from, bad faith against, for and in respect of all losses, damages, costs and expenses incurred by the Money Manager Indemnified Party with respect to such liability, together with all legal and other expenses reasonably incurred by any such Money Manager Indemnified Party, in connection with such liability. (e) No party hereto shall bear any liability to the other parties for any loss of profits (whether direct or gross negligenceindirect), or to for any indirect, incidental, consequential, or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the reckless disregard type of its duties under this Agreementaction in which such claim may be brought.

Limitation of Liability; Indemnification. A. 11.1 The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser Supplier shall indemnify and hold Lely, its Affiliates, agents, officers and employees harmless the Adviserin respect of any claims, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) loss or damage and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or expenses in connection with the performance any Third Party claim that any of the SubProducts or Services alone or in combination or use of the same infringes any patent, trademark, copyright, trade secret, trade name or other proprietary right of any Third Party, and shall defend any such claim at the Supplier’s expense. If any of the Products or Services infringe a Third Party Intellectual Property Right, the Supplier shall at its expense, but at the option of Lely: i) procure for Lely the right to continue the use of the Products or Services, or ii) replace or modify the Products or Services with a functional non-Adviser’s obligations under this infringing equivalent, or iii) if the Supplier is unable to indemnify Lely in accordance with option i) or ii) above, Lely may terminate the Agreement and upon termination, Supplier shall reimburse Lely for the price paid, without prejudice to the extent resulting from the Sub-AdviserSupplier’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreementindemnification obligations hereunder. C. 11.2 The Adviser Supplier shall indemnify and hold Lely, its Affiliates, agents, officers and employees harmless the Sub-Adviser in respect of any claims, loss or damage, proceedings, actions, demands, liabilities, attorney fees and all affiliated persons thereof (within the meaning costs and expenses of Section 2(a)(3) whatsoever nature and whether arising before or after completion of the Investment Company Act) and all controlling persons (as described in Section 15 delivery of the Securities Act Products or performance of 1933the Services under the Agreement, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related resulting in any way from the acts, omissions, breach of express or implied warranty, Supplier’s negligence or breach of any provision of the Agreement relating to the Sub-Adviser’s own willful misfeasancedevelopment, fraudproduction and supply of Products or Services to Lely under the Agreement. 11.3 The indemnities stated in this Article 11 shall commence on the date of delivery of the Products or the date of completion of the Services, bad faith and shall survive for a period of twenty years from such date. 11.4 The indemnification stated in this Article 11 shall be in addition to any other rights and remedies that Lely may have whether on the basis of the Agreement or gross negligenceby law. 11.5 Neither party excludes or limits its liability for death or personal injury arising from grossly negligent or tortious acts, or to the reckless disregard of its duties under this Agreementfor any liability that cannot be excluded or limited by law.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice (a) Consultant shall have no liability to the Company, its shareholders or to any third party for any losses, liabilities, obligations, fines, injunctions or other costs or expenses of any kind directly or indirectly sustained, or incurred or arising as a result of the limitation services that are the subject of shareholder liability this Agreement (or any action or inaction of any third party retained by or acting on behalf of Consultant hereunder) or for any other cause or reason, except as set forth may result from Consultant's gross negligence or wilful misconduct in the Trust Instrument performance of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of conveniencehis duties hereunder. B. (b) The Sub-Adviser shall Company agrees to indemnify and hold Consultant harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any losslosses, liabilityclaims, judgmentdamages or liabilities, cost joint or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or several, to which Consultant may become subject in connection with the performance services which are the subject of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify , and hold harmless the Subto reimburse Consultant for any out-Adviser of-pocket expenses including reasonable fees and all affiliated persons thereof (within the meaning expenses of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty counsel (including the cost of any reasonable attorney’s fees or other related expensesinvestigation and preparation) arising out of or incurred by Consultant in connection with this Agreementtherewith, whether or not resulting in any liability; provided, however, that the Adviser’s obligation Company shall not be liable under the foregoing indemnity to the extent that a court having jurisdiction shall have determined by a final judgment that such loss, claim, damage or liability resulted from the willful misconduct or gross negligence of Consultant. This indemnification shall remain in full force and effect following the completion or termination of this Agreement. (c) Consultant agrees to indemnify and hold the Company harmless from and against any losses, claims, damages or liabilities, joint or several, to which the Company may become subject in 3 connection with the services which are the subject of this Agreement, and to reimburse the Company for any out-of-pocket expenses including reasonable fees and expenses of counsel (including the cost of any investigation and preparation) incurred by the Company in connection therewith, whether or not resulting in any liability; provided, however, that Consultant shall not be liable under the foregoing indemnity except to the extent that a court having jurisdiction shall have determined by a final judgment that such loss, claim, damage or liability resulted from the willful misconduct or gross negligence of Consultant. The indemnity agreement in this paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person, if any, who may be deemed to control the Company and to the respective officers, directors, employees and advisors of the Company and such control persons. This indemnification shall remain in full force and effect following the completion or termination of this agreement. (d) If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity under this Section 21 7 by any third party, written notice thereof shall be reduced given to the indemnifying party as promptly as practicable; provided that the failure of any indemnified party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the claim againstindemnifying party demonstrates that such failure was prejudicial to the ability of the indemnifying party to defend such lawsuit or action and resulted in increased cost to the indemnifying party pursuant to this Section 7. After such notice, lossif the indemnifying party shall acknowledge in writing to such indemnified party that such indemnifying party shall be obligated under the terms of its indemnity hereunder in connection with such lawsuit or action, liability then the indemnifying party shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or cost experienced action and to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense; and such indemnified party shall cooperate in all reasonable respects, at the indemnifying party's cost, risk and expense, with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnified party may, at its own cost, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. However, if the defendants in any action involve both the indemnifying party and the indemnified party, and the indemnified party concludes that representation of both the indemnifying party and the indemnified party by the Subsame counsel is inappropriate under applicable standards of professional conduct due to actual or potential differing interests between them or for some other reason, then the indemnifying party shall have the right, at the expense of the indemnifying party, to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of the indemnified party. (e) In the case of any legal action directly between the Company and Consultant with regard to any matter covered by the provisions of this Section 7, the non-Adviser is caused by or is otherwise directly related to prevailing party shall pay all reasonable attorney's fees and expenses of the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard prevailing party incurred solely as a result of its duties under this Agreementsuch action.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby duties of PAA shall be confined to those expressly put on notice of the limitation of shareholder liability as set forth herein, and no implied duties are assumed by or may be asserted against PAA hereunder. PAA 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 hereunder, except a loss resulting from willful misfeasance, gross negligence or reckless disregard in the Trust Instrument performance of the Trust its duties, or by reason of reckless disregard of its obligations and agrees that obligationsduties hereunder, if any, assumed by the Trust pursuant to except as may otherwise be provided under provisions of applicable state law or Federal securities law which cannot be waived or modified hereby. (As used in this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more seriesSection 4, the obligations hereunder term “PAA” shall be limited to the respective assets include managers, officers, employees, affiliates and other agents of the Fund. The Sub-Adviser further agrees PAA as well as that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(scompany itself), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. (b) The Sub-Adviser Fund shall indemnify and hold harmless the Adviser, the TrustPAA, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amendedamended (“1933 Act”)) from (collectively, “PAA Indemnitees”) against, any and against any lossall losses, liabilityclaims, judgmentdamages, cost liabilities or penalty litigation (including any reasonable attorney’s fees or legal and other related expenses) arising out of or in connection with the performance to which any of the Sub-Adviser’s obligations PAA Indemnitees may become subject under this Agreement the 1933 Act, the Investment Company Act, the Investment Advisers Act of 1940, as amended, or under any other statute, at common law or otherwise (“Losses”) except to the extent resulting from such Losses shall have been finally determined in a non-appealable decision on the Sub-Adviser’s own merits in any such action, suit, investigation or other proceeding to have been incurred or suffered by such PAA Indemnitee by reason of willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its the duties involved in the conduct of such PAA Indemnitee’s office. The rights of indemnification provided under this Agreement. C. The Adviser Section 4 shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning not be construed so as to provide for indemnification of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against a PAA Indemnitee for any loss, liability, judgment, cost or penalty Losses (including any reasonable attorney’s fees or other related expensesliability under Federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related (but only to the Sub-Adviser’s own willful misfeasanceextent) that such indemnification would be in violation of applicable law, fraud, bad faith or gross negligence, or but shall be construed so as to effectuate the applicable provisions of this Section 4 to the reckless disregard of its duties under this Agreementfullest extent permitted by law.

Limitation of Liability; Indemnification. A. In the event that an unauthorized transfer from your Account occurs for which you are not responsible under this Agreement, we will not be required to pay you interest on any reimbursement to you unless you notify us within ten (10) Calendar Days after we have made available to you a statement or other confirmation showing the transfer. You are responsible for all transfers, payments and other transactions you authorized (or any Authorized User authorizes) using the Bank’s Online Banking service. If you or any Authorized User permit other persons to use your user name(s) and password(s) to access the Online Banking service, you are responsible for any resulting transactions from your Account(s). The SubBank will not be liable for and will not reimburse you for any losses that may occur as a result of use of your user name(s) and password(s) by persons you have authorized. You are responsible for keeping your user name(s), password(s), enhanced log-Adviser is hereby expressly put on notice of in security and account data confidential at all times. Provided the limitation of shareholder liability as set forth Bank shall have exercised ordinary care in the Trust Instrument performance of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not jointAgreement, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall Customer agrees to indemnify and hold the Bank harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any lossand all claims, liabilitydamages, judgmentlosses, cost liabilities, costs and expenses (including, but not limited to, attorneys fees and court costs) of any nature whatsoever arising directly or penalty (indirectly from Customer’s use of Online Banking or any other matters related to this Agreement. You shall also indemnify us and hold us harmless from any and all claims, demands, losses, liabilities, costs and expenses, including any reasonable attorney’s without limitations, attorneys fees and court costs, resulting from or other related expenses) arising out of or in connection with the performance (a) any breach of any of the Sub-Adviser’s obligations under this representations, warranties, covenants or agreements provided herein, (b) any act or omission by us performed in accordance with your oral, electronic, or written instructions, or (c), any act or omission by you or those of any Authorized User. This Agreement supplements and remains subject to the extent resulting from terms and conditions of the Sub-Adviser’s own willful misfeasanceDeposit Account Agreement, fraud, bad faith or gross negligence, or including those provisions relating to limited liability and indemnity. The provisions of this section (W) shall survive the reckless disregard termination of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement.

Limitation of Liability; Indemnification. A. (a) The Sub-Investment Adviser is hereby expressly put will not be liable for any error of judgment or mistake of law or for any loss suffered by a Series or the Trust in connection with the matters to which this Agreement relates, except for liability resulting from willful misfeasance, bad faith or gross negligence on notice the part of the limitation of shareholder liability as set forth Investment Adviser in the Trust Instrument performance of its duties, or by reason of the Trust Investment Adviser's reckless disregard of its obligations and agrees that obligations, if any, assumed by the Trust pursuant to duties under this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the FundAgreement. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall Trust will indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) Adviser from and against all liabilities, damages, costs and expenses that the Investment Adviser may incur in connection with any lossaction, liabilitysuit, judgment, cost investigation or penalty (including any reasonable attorney’s fees or other related expenses) proceeding arising out of or in connection otherwise based on any action actually or allegedly taken or omitted to be taken by the Investment Adviser with respect to the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) or obligations hereunder or otherwise as an investment adviser of the Investment Company Act) Trust and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this AgreementSeries; provided, however, that the Adviser’s obligation under this Section 21 shall Investment Adviser will not be reduced entitled to indemnification with respect to any liability to the extent that Trust or the claim against, loss, liability or cost experienced Investors by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own reason of willful misfeasance, fraud, bad faith or gross negligencenegligence on the part of the Investment Adviser in the performance of its duties, or to by reason of the Investment Adviser's reckless disregard of its obligations and duties under this Agreement. (b) The Investment Adviser acknowledges that it has received a copy of the Declaration of Trust of the Trust dated July 20, 1995. The Investment Adviser further acknowledges and agrees that the obligations of the Trust under this Agreement are not binding on any officers, trustees or shareholders of the Trust individually, but are only binding upon the assets and properties of the Trust. Moreover, the Declaration of Trust of the Trust provides that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series shall be enforceable against the assets and property of the Series only, and not against the assets and property of any other series of the Trust.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including reasonable fees of the limitation counsel (collectively, "Losses"), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by reason of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed any action or inaction by the Book-Entry System, any Clearing Corporation or Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assetsReceipt Issuer, and if the liability relates to one or more seriestheir successors or nominees, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely except for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) those Losses arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraudCustodian's negligence, bad faith or gross negligencewillful misconduct. In no event shall Custodian be liable to Buyer, Seller or any third party for special, indirect or consequential damages, or to the reckless disregard lost profits or loss of its duties business, arising under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; providedCustodial Undertaking. Custodian may, howeverwith respect to questions of law, that apply for and obtain the Adviser’s obligation under this Section 21 advice and opinion of counsel, and shall be reduced fully protected with respect to the extent that the claim againstanything done or omitted by it in good faith in conformity with such reasonable advice or opinion. Buyer and Seller agree, lossjointly and severally, liability to indemnify Custodian and to hold it harmless against any and all Losses (including claims by Buyer or cost experienced Seller) which are sustained by the Sub-Adviser is caused by Custodian as a result of Custodian's action or is otherwise directly related to the Sub-Adviser’s own willful misfeasanceinaction in connection with this Custodial Undertaking, fraudexcept those Losses arising out of Custodian's negligence, bad faith or gross negligencewillful misconduct. It is expressly understood and agreed that Xxxxxxxxx's right to indemnification hereunder shall be enforceable against Xxxxx and Seller directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of any rights or recourse that Buyer or Seller may have against any such third party. This indemnity shall be a continuing obligation of Buyer and Seller notwithstanding the termination of any Transactions or of this Custodial Undertaking. If Seller or Buyer pays any amounts to Custodian for which the other party is liable, then such paying party shall, in addition to any other rights it may have under this Custodial Undertaking or by law and equity, be subrograted to the reckless disregard rights of its duties under this AgreementCustodian with regard to any such payment.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice (i) Subcustodian shall not be liable for any costs, expenses, damages, liabilities or claims, including counsel fees (collectively, “Losses”), resulting from its action or inaction in connection with this SubCustodial Undertaking, including Losses which are incurred by reason of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed any action or inaction by the Book-Entry System, any Clearing Corporation or Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assetsReceipt Issuer, and if the liability relates to one or more seriestheir successors or nominees, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely except for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) those Losses arising out of or in connection with the performance of the Sub-Adviser(a) Subcustodian’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraudnegligence, bad faith or gross negligencewillful misconduct, or (b) the breach by Subcustodian of any provisions of this Subcustodial Undertaking. In no event shall Subcustodian be liable to the reckless disregard Buyer, Seller, Custodian or any third party for special, indirect or consequential damages, or lost profits or loss of its duties business, arising under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; providedSubcustodial Undertaking. Subcustodian may, howeverwith respect to questions of law, that apply for and obtain the Adviser’s obligation under this Section 21 advice and opinion of counsel, and shall be reduced fully protected with respect to the extent that the claim againstanything done or omitted by it in good faith in conformity with such reasonable advice or opinion. (ii) Seller agrees to indemnify Subcustodian and to hold it harmless against any and all Losses (including claims by Buyer or Seller) which are sustained by Subcustodian as a result of Subcustodian’s action or inaction in connection with this Subcustodial Undertaking, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviserexcept those Losses arising out of Subcustodian’s own willful misfeasance, fraudnegligence, bad faith or gross willful misconduct. (iii) Buyer agrees to indemnify Subcustodian and to hold it harmless against any and all Losses which are sustained by Subcustodian by reason of or as a result of (a) the occurrence or continuance of an Event of Default by Buyer, (b) any negligence, bad faith or willful misconduct by Buyer in any way relating to, or arising from, this Subcustodial Undertaking or Transactions hereunder and (c) any action taken or omitted by Subcustodian pursuant to Buyer’s or Custodian’s Oral or Written Instructions. Notwithstanding the reckless disregard foregoing, Buyer shall not indemnify Subcustodian for those Losses arising out of its duties the events described above which result from Subcustodian’s negligence, bad faith or willful misconduct. (iv) If Seller is required to pay any amounts to Subcustodian pursuant to Paragraph 9A(ii) above for which Buyer is liable under Paragraph 9A(iii), then Buyer shall, upon demand by Seller, promptly reimburse Seller for all such amounts. If Buyer is required to pay any amounts to Subcustodian pursuant to part (c) of Paragraph 9A(iii) above, Buyer shall retain the right to demonstrate that any Losses incurred by Subcustodian as a result of Buyer’s Oral or Written Instructions were attributable to Instructions from Buyer that Buyer was entitled to give as a result of a material breach of the Agreement by Seller and to claim contribution from Seller in respect thereof. This indemnity shall be a continuing obligation of Buyer and Seller notwithstanding the termination of any Transactions or of this AgreementSubcustodial Undertaking.

Limitation of Liability; Indemnification. A. a) The Sub-Adviser is hereby expressly put on notice General Partner, each member, officer, employee or affiliate of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust General Partner, and agrees that obligations, if any, assumed by the Trust any person or persons designated pursuant to Section 9.02 of this Agreement shall not be limited liable for any loss or cost arising out of, or in all cases connection with, any act or activity undertaken (or omitted to be undertaken) in fulfillment of any obligation or responsibility under this Agreement, including any such loss sustained by reason of any investment or the sale or retention of any security or other asset of the Partnership, except that any person exculpated from liability under this Section shall not be exculpated from any liability arising from losses caused by his or her or its gross negligence, willful misconduct or violation of applicable laws. b) The General Partner, each member, officer, employee and affiliate of the General Partner, and each person designated pursuant to Section 9.02 (each an "Indemnitee") shall be indemnified and held harmless by the Partnership to the Trust fullest extent legally permissible under and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets by virtue of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder laws of the Fund(s), nor from the Trustees or any individual Trustee. The assets State of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933Delaware, as amended) amended from time to time, from and against any and all loss, liability, judgment, cost or penalty liability and expense (including any without limitation judgments, fines, amounts paid or to be paid in settlement and reasonable attorney’s fees 's fees) incurred or other related expenses) arising out of or suffered by the Indemnitee in connection with the good faith performance by the Indemnitee of the Sub-Adviser’s obligations under this Agreement his, her or its responsibilities to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this AgreementPartnership; provided, however, that the Adviser’s obligation under this Section 21 an Indemnitee shall not be reduced to the extent that the claim againstindemnified for losses resulting from his, loss, liability her or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s its own willful misfeasance, fraud, bad faith or gross negligence, willful misconduct or violation of applicable laws. The Partnership shall, at the request of the General Partner, advance amounts and/or pay expenses as incurred in connection with the indemnification obligation herein. In the event this indemnification obligation shall be deemed to be unenforceable, whether in whole or in part, such unenforceable portion shall be stricken or modified so as to give effect to this paragraph to the reckless disregard of its duties under fullest extent permitted by law. The indemnification provided in this AgreementSection shall in no event cause any Limited Partner to incur any liability beyond the limited liability provided in Section 1.07.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as (a) Provider shall not have any duties or responsibilities hereunder other than those specifically set forth in the Trust Instrument of the Trust herein, and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement no implied obligations shall be limited in all cases to the Trust and read into this Agreement. Neither Provider nor any of its assetsrespective officers, and if the liability relates to one directors, employees, agents, attorneys-in-fact or more seriesAffiliates (collectively, the obligations hereunder "Provider Parties") shall be limited liable for any action taken or omitted to the respective assets of the Fund. The Sub-Adviser further agrees that be taken by it shall not seek satisfaction of any or such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds person under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, except that the Adviser’s obligation under this Section 21 Provider shall be reduced to liable for losses, damages, penalties, fines, judgments, actions, claims, costs, expenses and fees (including, without limitation, reasonable attorneys' fees) (collectively, "Losses") incurred by Recipient arising out of the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasancegross negligence, fraud, bad faith willful defaults or misconduct of Provider in the performance of its obligations hereunder. (b) In Centerpulse USA's capacity in administering health and welfare benefits for employees of CMI for service dates and periods (or partial periods) from and after the Closing Date, neither CMI nor SNIA shall look to nor consider Centerpulse USA or its Affiliates to be an insurer in any capacity of the benefits so administered. CMI, and not Centerpulse USA, is liable for the benefit claims submitted by employees of CMI or any of the Target Companies during the term of this Agreement for benefits payable in respect of service dates or periods from and after the Closing Date. Centerpulse USA's sole responsibility is to administer these benefits on behalf of CMI. (c) In Centerpulse USA's capacity in administering payroll services for employees of CMI for work dates or pay periods (or partial pay periods) from and after the Closing Date, neither CMI nor SNIA shall look to nor consider Centerpulse USA or its Affiliates to be responsible in any capacity for the payroll so administered. CMI, and not Centerpulse USA, is liable for the payroll of employees of CMI or any of the Target Companies for work dates or pay periods (or partial pay periods) from and after the Closing Date during the term of this Agreement. Centerpulse USA's sole responsibility is to administer such payroll on behalf of CMI. (d) Recipients (together with their Affiliates signatory hereto) on the one hand and, Providers (together with their Affiliates signatory hereto) on the other hand (collectively, "Indemnifying Parties"), shall each jointly and severally indemnify and hold harmless the other (collectively, "Indemnified Parties") from any Losses incurred by any Indemnified Parties arising out of the gross negligence, fraud, willful defaults or misconduct of any Indemnifying Parties with respect to the reckless disregard of its duties under this Agreement.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio, Segment, the Trust or its shareholders or by UBS AM in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on notice of the limitation of shareholder liability as set forth its part in the Trust Instrument performance of the Trust its duties or from reckless disregard by it of its obligations and agrees that obligations, if any, assumed by the Trust pursuant to duties under this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the FundAgreement. The Sub-Adviser further agrees that it shall does not seek satisfaction guarantee the future performance of the Segment or any specific level of performance or the success of any such obligation from investment decision or strategy that the shareholders Sub-Adviser may employ. UBS AM understands that investment decisions made for the Segment are subject to various market, currency, economic, political or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fundbusiness risks, and that those investment decisions will not always be profitable. Notwithstanding the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not jointforegoing, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless be liable for any losses incurred by the Adviser, Portfolio to the extent arising from a Trade Error (as defined in paragraph (e) below) of the Sub-Adviser in implementing investment decisions on behalf of the Portfolio. (b) In no event will the Sub-Adviser have any responsibility for any other portfolio of the Trust, all affiliated persons thereof (within for any portion of the meaning Portfolio other than the Segment or for the acts or omissions of any Other Sub-Adviser to the Trust or Portfolio. In particular, in the event the Sub-Adviser has managed the Segment in accordance with Section 2(a)(32(a) of this Agreement, the Investment Company Act) Sub-Adviser shall have no responsibility for the Portfolio's being in violation of any applicable law or regulation, or any investment objective, investment policy or restriction applicable to the Portfolio as a whole or for the Portfolio's failing to qualify as a regulated investment company under the Code, if the securities and all controlling persons (as described in Section 15 other holdings of the Securities Act Segment of 1933the Portfolio managed by the Sub-Adviser are such that such Segment would not be in such violation or fail to so qualify if such Segment were deemed a separate series of the Trust or a separate "regulated investment company" under the Code, unless such violation was due to the Sub-Adviser's failure to comply with written guidelines adopted by the Board or UBS AM and provided to the Sub-Adviser prior to such violation of applicable law or regulation, or any investment objective, investment policy or restriction applicable to the Portfolio as amendeda whole or a failure of the portfolio to qualify as a regulated investment company under the Code. (c) from UBS AM agrees to defend and indemnify the Sub-Advisor and hold it harmless against any loss, all liability, judgment, cost or penalty expense suffered or incurred by the Sub-Adviser (including any reasonable attorney’s fees or other related expensesits personnel) arising that arises out of or in connection with the performance of the Sub-Adviser’s 's obligations and duties under this Agreement Agreement, except to the extent resulting from caused by the Sub-Adviser’s own Advisers willful misfeasance, fraudmisconduct, bad faith or gross negligence. Nothing in this section shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived. (d) Under no circumstances shall either party to this Agreement be liable for any special, consequential or indirect damages. (e) A "Trade Error" is an error in the placement, execution, or settlement of a trade for the Segment. Subject to the reckless disregard below paragraph addressing good faith errors in judgment, examples of its duties under trade errors include, but are not limited to, (i) the purchase or sale of the wrong securities or wrong amount of securities for an account; (U) the purchase or sale of securities for the wrong account; (iii) the sale of a security intended to be purchased or the purchase of a security intended to be sold; (iv) the allocation of securities to the wrong account; and (v) substantial delays in the execution of an order that is not the result of an intentional investment decision (including an intentional investment decision made by an electronic order handling system). Trade Errors can, but will not necessarily, result in a loss to the Segment. Good faith errors in judgment in making investment decisions for the Segment, which include (without limitation) errors in securities analysis and errors in writing computer code that relates to the process by which a quantitative manager makes investment decisions (i.e., errors that reflect subjective judgments or mistakes made at the time of programming, concern the process of constructing an investment strategy, and are not associated with nor result in a particular trade), do not constitute Trade Errors for purposes of this Agreement. C. The Adviser shall indemnify and hold harmless . Trade Errors generally do not include errors resulting from unavailability of (or disruptions in) electronic services, market events, or force majeure. Provided that the Sub-Adviser has used reasonable efforts to resolve an error by a third party and all affiliated persons thereof (within the meaning of Section 2(a)(3) obtain any reimbursement on behalf of the Investment Company Act) and all controlling persons (as described Segment, absent the Sub-Advisers willful misfeasance, bad faith or gross negligence in Section 15 of the Securities Act of 1933determining to deal with such third party, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 such third party error shall be reduced to the extent that the claim against, loss, liability or cost experienced not constitute a Trade Error by the Sub-Adviser is caused by or is otherwise directly related under this Agreement, and shall not give rise to any reimbursement obligation of the Sub-Adviser’s own willful misfeasance, fraud, bad faith . Nothing in this section shall be deemed a limitation or gross negligence, waiver of any obligation or to the reckless disregard of its duties under this Agreementduty that may not by law be limited or waived.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put on notice shall not be liable for any expenses, losses, damages, liabilities, demands, 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”) by or with respect to the Account, except to the extent that such Losses are actual investment losses (and not incidental Losses) which are the direct result of an act or omission taken or omitted by the Adviser during the term of the limitation of shareholder Agreement hereunder which constitutes gross negligence or bad faith with respect to the Adviser’s obligations to select and place transactions in accordance with the Investment Guidelines as described in Sections 1 and 2 hereof. Without limitation, the Adviser shall not have breached any obligation to the Client and shall incur no liability as set forth in for Losses resulting from (i) the Trust Instrument actions of the Trust and agrees that obligationsClient or its previous advisers or its Custodian or other agents, if any(ii) following directions of the Client or the Adviser’s failure to follow unlawful or unreasonable directions of the Client, assumed or (iii) force majeure or other events beyond the control of the Adviser, including without limitation any failure, default or delay in performance resulting from computer failure or breakdown in communications not reasonably within the control of the Adviser. No warranty is given by the Trust pursuant to this Agreement shall be limited in all cases Adviser as to the Trust and performance or profitability of the Account or any part thereof or that the investment objectives of the Account, including without limitation its assetsrisk control or return objectives, and if will be successfully accomplished. The Adviser shall not be responsible for the liability relates to one performance by any person not affiliated with the Adviser of such person’s commercial obligations in executing, completing or more series, satisfying such person’s obligations. The Adviser shall not be responsible for any Losses incurred after termination of the obligations hereunder Account. The Adviser shall be limited to have no responsibility whatsoever for the respective management of any other assets of the FundClient and shall incur no liability for any Losses which may result from the management of such other assets. The Sub-Adviser further agrees that it Notwithstanding the foregoing, federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall not seek satisfaction in any way constitute a waiver or limitation of any such obligation from rights which the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds Client may have under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenienceapplicable laws. B. (b) The Sub-Adviser Client shall reimburse, indemnify and hold harmless the Adviser, its affiliates and their partners, directors, officers and employees and any person controlled by or controlling the TrustAdviser (“indemnitees”) for, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost and all Losses (i) relating to this Agreement or penalty (including any reasonable attorney’s fees or other related expenses) the Account arising out of any misrepresentation or in connection with act or omission or alleged act or omission on the performance part of the Sub-AdviserClient or previous advisers or the Custodian or any of their agents; or (ii) arising or relating to any demand, charge or claim in respect of an indemnitee’s acts, omissions, transactions, duties, obligations under this Agreement or responsibilities arising pursuant to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser , unless (y) a court with appropriate jurisdiction shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) have determined by a final judgment which is not subject to appeal that such indemnitee is liable in respect of the Investment Company Actdemands, charges and claims referred to in this subparagraph or (z) such indemnitee shall have settled such demands, charges and all controlling persons (as described in Section 15 of claims without the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorneyClient’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreementconsent.

Limitation of Liability; Indemnification. A. (a) The Custodian shall be liable for the acts or omissions of its Sub-Adviser is hereby expressly put on notice of custodian and Foreign Sub-custodians to the limitation of shareholder liability same extent as set forth with respect to sub-custodians generally in the Trust Instrument Custody Agreement, regardless of whether assets are maintained in the Trust and agrees that obligationscustody of a foreign banking institution, if anya foreign securities depository or a branch of a U.S. bank as contemplated by this Addendum. In no event shall Custodian or any Sub-custodian be liable (i) for acting in accordance with Proper Instructions from Fund, assumed by (ii) for special or consequential damages, (iii) for holding Assets in any particular country, including, but not limited to, loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism or any loss where the Trust pursuant Custodian, Sub-custodian or Foreign Sub-custodian has otherwise exercised reasonable care. Notwithstanding the foregoing provisions of this paragraph, in delegating custody duties to this Agreement a Sub-custodian or Foreign Sub-custodian, the Custodian shall not be limited in all cases relieved of any responsibility to the Trust and its assetsFund for any loss due to such delegation, and if the liability relates to one except such loss as may result from political risk (including but not limited to, exchange control restrictions, confiscation, expropriation, nationalization, insurrection, civil strife or more series, the obligations hereunder shall be limited to the respective assets armed hostilities) or other losses (excluding bankruptcy or insolvency of the Fund. The a Foreign Sub-Adviser further agrees that it shall custodian not seek satisfaction caused by political risk) due to Acts of any such obligation from God, nuclear incident or other losses under circumstances where the shareholders Custodian and a Sub-custodian or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. Foreign Sub-custodian have exercised reasonable care. (b) The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify Custodian and hold it harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any losslosses, liability, judgmentdamages, cost or penalty expenses (including reasonable attorneys' fees and disbursements), liability (including, without limitation, liability arising under the applicable securities laws, and any reasonable attorney’s fees state or other related expensesforeign securities and/or banking laws) or claim arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting (i) from the Sub-Adviser’s own willful misfeasance, fraud, bad faith status as a mere record holder of securities in the Account; or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amendedii) from and against any loss, liability, judgment, cost action or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or inaction by the Custodian upon Proper Instructions in connection with this Agreement; Addendum, or (iii) from the performance of its obligations under this Addendum, provided, however, that nothing contained herein shall limit or in any way impair the Adviser’s obligation right of the Custodian to indemnification under this Section 21 any other provision of the Custody Agreement and further provided that the Custodian shall not be indemnified and held harmless from and against any such loss damage, cost, expense, liability or claim arising from the Custodian's negligence, lack of good faith or willful misconduct. (c) The Fund understands that, due to certain foreign market practices, when a Sub-custodian or Foreign Sub-custodian is instructed to deliver Assets against payment, it may deliver such Assets prior to actually receiving final payment and that, as a matter of bookkeeping convenience, it may credit Fund's Account with anticipated proceeds of sale prior to actual receipt of final payment. All credits to the Account of the Fund of anticipated proceeds of sales and redemptions of Assets and of anticipated income from Assets shall be reduced conditional upon receipt of final payment and may be reversed to the extent final payment is not received. In the event that Custodian in its description advances funds to Fund to facilitate the claim againstsettlement of any transaction, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related elects to permit Fund to use funds credited to the Sub-Adviser’s own willful misfeasanceAccount in anticipation of final payment, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this AgreementFund shall reimburse Custodian for such amounts plus any interest thereon.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put on notice shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the limitation Disclosure Documents only with respect to Sub-Adviser Disclosure. (b) The Sub-Adviser shall be liable to the Series for any loss (including transaction costs) incurred by the Series as a result of shareholder liability as any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed Registration Statement or as approved by the Trust pursuant Board from time to this Agreement shall be limited in all cases time and provided to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any Adviser; or (ii) applicable law (the investments described in this subsection (b) collectively are referred to as "IMPROPER INVESTMENTS") if such obligation loss arises from the shareholders Sub-Adviser's willful misfeasance, bad faith, or any individual shareholder gross negligence or reckless disregard of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities its obligations and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenienceduties hereunder. B. (c) The Sub-Adviser shall indemnify and hold harmless the Trust with respect to each Series managed by the Sub-Adviser, each affiliated person of the Trust, all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company 1940 Act) , and all controlling persons (as described in each person who controls the Trust within the meaning of Section 15 of the Securities 1933 Act of 1933(any such person, as amendedan "INDEMNIFIED PARTY") from and against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, liabilityclaim, judgmentdamage, cost expense or penalty (including liability and reasonable counsel fees incurred in connection therewith) to which any reasonable attorney’s fees such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other related expensesfederal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising arise out of or in connection with are based upon: (i) a material breach by the performance Sub-Adviser of this Agreement; (ii) any Improper Investment (if the loss arising from the Improper Investment is a result of the Sub-Adviser’s 's willful misfeasance, bad faith, or gross negligence or reckless disregard of its obligations under this Agreement to the extent resulting from and duties hereunder); (iii) the Sub-Adviser’s own 's performance or non-performance of its duties hereunder to the extent that the Sub-Adviser has acted with willful misfeasance, fraudbad faith, or gross negligence or with reckless disregard of its obligations and duties hereunder or (iv) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, for purposes of this Section 10(c) solely with respect to the Sub-Adviser Disclosure (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Sub- Adviser from and after the time that such Disclosure Document has been reviewed and approved by the Sub-Adviser, as contemplated in Section 2.1(ix) hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. (d) For purposes of clarification, except with respect to Sub-Adviser Disclosure, the Sub-Adviser 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 the execution of securities transactions for the Series, provided that nothing in this Agreement shall protect the Sub-Adviser against any liability to the Series to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligencenegligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. (e) Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser's discharge of its obligations hereunder shall be liable to the Manager, its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other sub-adviser to the Series with respect to the portion of the assets of the Series not managed by the Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by the Manager or any other sub-adviser to the Series, which records are not (x) also maintained by the Sub-Adviser or (y) to the extent such records relate to the Allocated Portion, otherwise available to the Sub-Adviser upon reasonable request, provided, in all cases, that the liability was not attributable to the willful misfeasance, bad faith, or to gross negligence of the Sub-Adviser or the reckless disregard of its the Sub-Adviser's obligations and duties under this Agreementhereunder. C. (f) The Adviser shall Manager agrees to indemnify and hold harmless the Sub-Adviser and its affiliates and each of their respective members, partners, shareholders, managers, directors, officers, agents and employees against any and all affiliated persons thereof losses, claims, damages, liabilities or litigation (within including reasonable legal and other expenses), to which the meaning of Section 2(a)(3Sub-Adviser or its affiliates or such members, partners, shareholders, managers, directors, officers, agents or employees are subject, which are caused by (i) the Manager's willful misfeasance, bad faith, or gross negligence in the performance of the Manager's obligations and duties under this Agreement or obligations and duties to the Trust or a Series under the Investment Company Act) and all controlling persons (as described in Section 15 Advisory Agreement, or by reason of the Securities Act Manager's reckless disregard of 1933such obligations and duties, as amendedor (ii) from any untrue statement of a material fact contained in the Series' Prospectus and against any lossSAI, liabilityRegistration Statement, judgmentproxy materials, cost or penalty (including any reasonable attorney’s fees reports, advertisements, sales literature, or other related expenses) arising out materials or the omission to state therein a material fact which was required to be stated therein or necessary to make the statements therein not misleading, unless and to the extent such statement or omission was made in reliance upon, and is consistent with, the information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of or in connection with this Agreementthe Sub-Adviser for use therein; provided, however, that in no case is the Adviser’s obligation under this Section 21 shall Manager's indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be reduced to the extent that the claim against, loss, liability or cost experienced subject by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own reason of willful misfeasance, fraudbad faith, bad faith or gross negligencenegligence in the performance of his, her or to the its duties or by reason of his, her or its reckless disregard of its obligations and duties under this Agreement.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put on notice shall have responsibility for the accuracy and completeness (and liability for the lack thereof) only of statements in the Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the Commission (including any amendment, supplement or sticker to any of the limitation foregoing) and advertising and sales material relating to the Series (the Series' "Disclosure Documents") with respect to disclosure about the Sub-Adviser, the manner in which the Sub-Adviser manages the Series and information relating directly or indirectly to the Sub-Adviser (the "Sub-Adviser Disclosure"). (b) The Sub-Adviser shall be liable to the Series for any loss (including transaction costs) incurred by the Series as a result of shareholder liability as any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed Registration Statement or as approved by the Trust pursuant Board from time to this Agreement shall be limited in all cases time and provided to the Trust and its assetsSub-Adviser; or (ii) applicable law, and if the liability relates to one or more series, the obligations hereunder shall be including but not limited to the respective assets of 1940 Act and the Fund. The Sub-Adviser further agrees that it shall Code (including but not seek satisfaction of any such obligation from limited to the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only Series' failure to satisfy the liabilities and obligations diversification or source of that Fund, and not the liabilities or obligations income requirements of any other Fund. The obligations of each Subchapter M of the Funds under this Agreement are several and not joint, and are included together Code) (the investments described in this Agreement solely for the sake of conveniencesubsection (b) collectively are referred to as "Improper Investments"). B. (c) The Sub-Adviser shall indemnify and hold harmless the Trust with respect to each Series managed by the Sub-Adviser, each affiliated person of the Trust, all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company 1940 Act) , and all controlling persons (as described in Section 15 of each person who controls the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities 1933 Act of 1933(any such person, as amendedan "Indemnified Party") from and against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, liabilityclaim, judgmentdamage, cost expense or penalty (including liability and reasonable counsel fees incurred in connection therewith) to which any reasonable attorney’s fees such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other related expensesfederal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) the Adviser's performance or non-performance of its duties hereunder to the extent that the Adviser has acted with willful misfeasance, bad faith, or negligence or with reckless disregard of its obligations and duties hereunder or (iv) any untrue statement or alleged untrue statement of a material fact contained in connection any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, for purposes of this Section 10(c)(iv) solely with respect to the Sub-Adviser Disclosure (it being understood, however, that this Agreementindemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Document has been reviewed by the Adviser, as contemplated in Section 7(c) hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Adviser’s obligation under Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. (d) For purposes of clarification, and subject to the above provisions of this Section 21 shall be reduced 10, except with respect to the extent that the claim againstSub-Adviser Disclosure or Improper Investments, loss, liability or cost experienced by the Sub-Adviser is caused by shall not be liable for any error of judgment or is otherwise directly related to mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Series, provided that nothing in this Agreement shall protect the Sub-Adviser’s own Adviser against any liability to the Series to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, fraud, bad faith or gross negligencefaith, or to negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement.hereunder

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice (a) To the fullest extent permitted by law, the Management Company and any officer, director, employee, agent or attorney of the limitation of shareholder Management Company (collectively, the "Indemnitees") shall not have any liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders Company or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely its subsidiaries for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgmentdamage, cost or penalty expense (including including, without limitation, any reasonable attorney’s court costs, attorneys' fees and any special, indirect, consequential or other related expensespunitive damages of the Company or any of its subsidiaries) allegedly arising out of the Management Company's management services rendered to the Company or any of its subsidiaries hereunder or the Indemnities' acts, conduct or omissions in connection with the performance of the Sub-Adviser’s obligations under this Agreement Management Company's management services rendered to the extent resulting from Company or any of its subsidiaries hereunder; provided, however, that this provision shall not apply if such loss, damage, cost or expense arises out of (i) an act of embezzlement or commission of a criminal felony by the Sub-Adviser’s own Management Company or (ii) willful misfeasance, fraud, bad faith misconduct or gross negligence, or to negligence by the reckless disregard of its duties under this AgreementManagement Company. C. The Adviser shall (b) To the fullest extent permitted by law, the Company agrees to indemnify the Indemnitees and hold the Indemnitees harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933against, as amended) from and against any loss, liability, judgmentdamage, cost or penalty expense (including including, without limitation, court costs and reasonable attorneys' fees) which the Indemnitees may sustain or incur by reason of any reasonable attorney’s fees threatened, pending or completed investigation, action, claim, demand, suit, proceeding or recovery by any person (other related expensesthan the Indemnitees) allegedly arising out of the Management Company's management services rendered to the Company or any of its subsidiaries hereunder or the Indemnitees' acts, conduct or omissions in connection with this Agreementthe Management Company's management services rendered to the Company or any of its subsidiaries hereunder, except in any instance in which the Indemnitees would not be exempted from liability under Section 7(a) hereof. (c) Any Indemnitee shall as promptly as practicable notify the Company of a claim as to which indemnification is sought by such Indemnitee; provided, however, that the Adviser’s obligation under this Section 21 Company shall not be reduced relieved of its obligations hereof by reason of the failure by such Indemnitee to give such notice to the Company except to the extent that such failure interferes with or adversely affects the Company's ability to defend such claim. The Company shall have the right in its sole discretion to defend or compromise any claim againstfor which indemnification is sought under this Section 7, lossand such Indemnitee shall reasonably cooperate with all reasonable requests of the Company in connection therewith; provided, liability however, if the Indemnitee has been advised by counsel that an actual or cost experienced potential conflict of interest would exist were such Indemnitee to be represented by counsel for the Company, such Indemnitee may have separate counsel, the reasonable fees and expenses of counsel engaged on behalf of such Indemnitee to be borne by the Sub-Adviser Company. An Indemnitee, at any time and at its own expense, may participate in any judicial proceeding controlled by the Company pursuant to this Section 7(d). To the extent that an Indemnitee would be entitled to indemnification under this Section 7 but a court determines the undertaking to indemnify and hold harmless set forth in this Section 7 is caused by unenforceable because it is violative of any law or public policy, the Company shall contribute the maximum portion that it is otherwise directly related permitted to pay and satisfy under applicable law to the Sub-Adviser’s own willful misfeasance, fraud, bad faith payment and satisfaction of all indemnified liabilities and obligations incurred by the Indemnitees or gross negligence, or to the reckless disregard any of its duties under this Agreementthem.

Limitation of Liability; Indemnification. A. The Shareholder Representative shall have no responsibility or liability for any representation, warranty or covenant of Network, the Shareholders, the Surviving Corporation, Parent or the Merger Sub-Adviser is hereby expressly put on notice . The Shareholder Representative shall not be liable to any Shareholder for any act or omission in its capacity as the Shareholder Representative of the limitation of shareholder liability as set forth Shareholders while acting in good faith, except to the Trust Instrument of the Trust and agrees extent that obligationsit is finally judicially determined that Shareholder Representative was grossly negligent or engaged in willful misconduct. The Shareholder Representative shall, if anyin no case or event, assumed by the Trust pursuant be liable to any Shareholder, any party to this Agreement shall be limited in all cases to or any other Person for any punitive, incidental or consequential damages. Without limiting the Trust and its assets, and if generality of the liability relates to one or more seriesforegoing, the obligations hereunder Shareholder Representative shall not be limited to the respective assets of the Fundliable for forgeries or false impersonations by any other Person. The Sub-Adviser further agrees that it Shareholders shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, severally and not jointly indemnify, pro-rata in accordance with their respective ownership of Outstanding Shares, the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify Shareholder Representative and hold the Shareholder Representative harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost liability or penalty (including any reasonable attorney’s fees or other related expenses) expense incurred by the Shareholder Representative arising out of or in connection with the performance acceptance or administration of the Sub-AdviserShareholder Representative’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. , the Escrow Agreement and any Ancillary Agreement, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative (“Shareholder Representative Losses”). The Adviser Shareholder Representative shall indemnify and hold harmless have the Sub-Adviser and all affiliated persons thereof (within right to recover any Shareholder Representative Losses from the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (Representative Expense Account as described in Section 15 of the Securities Act of 1933such expenses arise and, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim againstRepresentative Expense Account has been depleted, lossthe Shareholder Representative shall have the right to recover, liability or cost experienced by subject to compliance with the Sub-Adviser is caused by or is otherwise directly related payment release provisions of the Escrow Agreement and the escrow agreement relating to the SubEarn-Adviser’s own willful misfeasanceOut Escrow Account, fraudShareholder Representative Losses from the Escrow Account or the Earn-Out Escrow Account, bad faith or gross negligenceif applicable, or and if then available after satisfaction of all claims of Parent Indemnified Persons, prior to the reckless disregard final distribution to the Shareholders, and prior to any such distribution, Shareholder Representative shall deliver to the Escrow Agent and Parent a certificate setting forth the Shareholder Representative Losses actually incurred. This Section 2.04(f) shall survive the termination of its duties under this the Agreement, the Escrow Agreement and any Ancillary Agreement.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and (a) Backhaul agrees that obligationsto indemnify, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify defend and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) Seller and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) any Seller Indemnified Party from and against (i) all liabilities, obligations and damages paid, suffered or incurred by Seller or any lossSeller Indemnified Party arising out of or in connection with a breach by Backhaul of this Transition Services Agreement and (ii) all other liabilities, liabilityobligations and damages paid, judgment, cost suffered or penalty (including incurred by Seller and any reasonable attorney’s fees or other related expenses) Seller Indemnified Party arising out of or in connection with the performance Services rendered pursuant to this Transition Services Agreement, other than the obligations of the Sub-Adviser’s obligations Seller under this Transition Services Agreement to the extent and other than liabilities, obligations or damages described in this clause (ii) resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith breach by Seller of this Transition Services Agreement or the willful misconduct or gross negligencenegligence by Seller, any Affiliate thereof or to the reckless disregard any director, officer, employee or agent of its duties under this AgreementSeller or Affiliate thereof. C. The Adviser shall indemnify (b) Seller agrees to indemnify, defend and hold harmless the Sub-Adviser Backhaul and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) any Buyer Indemnified Party from and against all (i) all liabilities, obligations and damages paid, suffered or incurred by Backhaul or any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) Buyer Indemnified Party arising out of or in connection with a breach by Seller of this Transition Services Agreement and (ii) all other liabilities, obligations and damages paid, suffered or incurred by Backhaul and any Buyer Indemnified Party arising out of or in connection with the Services rendered pursuant to this Transition Services Agreement; provided, howeverother than the obligations of Backhaul under this Transition Services Agreement and other than liabilities, that obligations or damages described in this clause (ii) resulting from the Adviser’s obligation willful breach by Backhaul of this Transition Services Agreement or the willful misconduct or gross negligence by Backhaul, any Affiliate thereof or any director, officer, employee or agent of Backhaul or Affiliate thereof. In no event shall the amounts paid by Seller under this Section 21 11(b) exceed an amount equal to $30,000 plus the amount of any Services Fees received by Seller hereunder, except in the case of gross negligence or willful misconduct of Seller or any director, officer, employee or agent of Seller. (c) Any indemnification claims made hereunder shall be reduced made in accordance with the procedure set forth in Section 9.3 of the Asset Purchase Agreement. (d) The provisions of this Section 11 shall be the exclusive remedy of the parties hereto against any other party with respect to matters arising under or in connection with this Transition Services Agreement and the Services. Each party acknowledges that no claim for indemnification shall be made under the Asset Purchase Agreement with respect to matters arising under or in connection with this Transition Services Agreement and the Services. (e) Notwithstanding anything in this Transition Services Agreement to the extent that the claim againstcontrary, lossneither party shall have any liability, direct or indirect, under or in respect of this Transition Services Agreement under any theory of tort, contract, strict liability or cost experienced by the Sub-Adviser is caused by other legal or is otherwise directly related equitable theory, to the Sub-Adviser’s own willful misfeasanceany Indemnified Party, fraudexcept as set forth in Section 11 of this Transition Services Agreement, bad faith or gross negligence, or to the reckless disregard of its duties and neither party shall be liable under this Agreement.Section 11 under any circumstances for any consequential, punitive or exemplary damages, lost profits or damages determined as a multiple of income, revenue or the like..

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including reasonable fees of the limitation counsel (collectively, “Losses”), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by reason of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed any action or inaction by the Book-Entry System, any Clearing Corporation or Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assetsReceipt Issuer, and if the liability relates to one or more seriestheir successors or nominees, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely except for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) those Losses arising out of or in connection with the performance of the Sub-AdviserCustodian’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraudnegligence, bad faith or gross negligencewillful misconduct. In no event shall Custodian be liable to Buyer, Seller or any third party for special, indirect or consequential damages, or to the reckless disregard lost profits or loss of its duties business, arising under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; providedCustodial Undertaking. Custodian may, howeverwith respect to questions of law, that apply for and obtain the Adviser’s obligation under this Section 21 advice and opinion of counsel, and shall be reduced fully protected with respect to the extent that the claim againstanything done or omitted by it in good faith in conformity with such reasonable advice or opinion. Buyer and Seller agree, lossjointly and severally, liability to indemnify Custodian and to hold it harmless against any and all Losses (including claims by Buyer or cost experienced Seller) which are sustained by the Sub-Adviser is caused by Custodian as a result of Custodian’s action or is otherwise directly related to the Sub-Adviserinaction in connection with this Custodial Undertaking, except those Losses arising out of Custodian’s own willful misfeasance, fraudnegligence, bad faith or gross negligencewillful misconduct. It is expressly understood and agreed that Custodian’s right to indemnification hereunder shall be enforceable against Buyer and Seller directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of any rights or to recourse that Buyer or Seller may have against any such third party. This indemnity shall be a continuing obligation of Buyer and Seller notwithstanding the reckless disregard termination of its duties under any Transactions or of this AgreementCustodial Undertaking.

Limitation of Liability; Indemnification. A. The (a) Custodian shall be liable for the acts or omissions of its Sub-Adviser is hereby expressly put on notice of custodian and Foreign Sub-custodians to the limitation of shareholder liability same extent as set forth with respect to sub-custodians generally in the Trust Instrument Custody Agreement, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by this Addendum. In no event shall Custodian or any Sub-custodian be liable (i) for acting in accordance with Proper Instructions from Fund, (ii) for special or consequential damages, (iii) for holding Assets in any particular country, including, but not limited to, loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions or acts of war or terrorism or any loss where the Custodian, Sub-custodian or Foreign Sub-custodian has otherwise exercised reasonable care. Notwithstanding the foregoing provisions of the Trust paragraph, in delegating custody duties to a Sub-custodian or Foreign Sub-custodian, the Custodian shall not be relieved of any responsibility to the Fund for any loss due to such delegation, except such loss as may result from political risk (including but not limited to, exchange control restrictions, confiscation, expropriation, nationalization, insurrection, civil strife or armed hostilities) or other losses (excluding bankruptcy or insolvency of a Foreign Sub-custodian not caused by political risk) due to Acts of God, nuclear incident or other losses under circumstances where the Custodian and agrees that obligationsSub-custodian or Foreign Sub-custodian have exercised reasonable care. (b) Fund shall indemnify Custodian and hold it harmless against any losses, if anydamages, assumed costs or expenses (including reasonable attorneys' fees and disbursements) liability (including, without limitation, liability arising under the applicable securities laws, and any state or foreign securities and/or banking laws) or claim arising (i) from the status as a mere record holder of securities in the Account; or (ii) from any action or inaction by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or Custodian upon Proper Instructions in connection with this Agreement; Addendum, or (iii) from the performance of its obligations under the Addendum, provided, however, that nothing contained herein shall limit or in any way impair the Adviser’s obligation right of Custodian to indemnification under this Section 21 any other provision of the Custody Agreement and further provided that the Custodian shall not be indemnified and held harmless from any against any such loss or damage, cost expense, liability or claim arising from the Custodian's negligence, lack of good faith or willful misconduct or failure to act with reasonable care. (c) Fund understands that, due to certain foreign market practices, when a Sub-custodian is instructed to deliver Assets against payment, it may deliver such Assets prior to actually receiving final payment and that, as a matter of bookkeeping convenience, it may credit Fund's Account with anticipated proceeds of sale prior to actual receipt of final payment. All credits to the Account of the Fund of anticipated proceeds of sales and redemptions of Assets and of anticipated income from Assets shall be reduced conditional upon receipt of final payment and may be reversed to the extent final payment is not received. In the event that Custodian in its description advances funds to Fund to facilitate the claim againstsettlement of any transaction, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related elects to permit Fund to use funds credited to the Sub-Adviser’s own willful misfeasanceAccount in anticipation of final payment, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this AgreementFund shall reimburse Custodian for such amounts plus any interest thereon.

Limitation of Liability; Indemnification. A. The (a) Custodian shall be liable for the acts or omissions of its Sub-Adviser is hereby expressly put on notice of custodian and Foreign Sub-custodians to the limitation of shareholder liability same extent as set forth with respect to sub-custodians generally in the Trust Instrument Custody Agreement, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by this Addendum. In no event shall Custodian or any Sub-custodian be liable (i) for acting in accordance with Proper Instructions from Trust, (ii) for special or consequential damages, (iii) for holding Assets in any particular country, including, but not limited to, loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions or acts of war or terrorism or any loss where the Custodian, Sub-custodian or Foreign Sub-custodian has otherwise exercised reasonable care. Notwithstanding the foregoing provisions of the Trust and agrees that obligationsparagraph, if anyin delegating custody duties to a Sub-custodian or Foreign Sub-custodian, assumed by the Trust pursuant to this Agreement Custodian shall not be limited in all cases relieved of any responsibility to the Trust for any loss due to such delegation, except such loss as may result from political risk (including but not limited to, exchange control restrictions, confiscation, expropriation, nationalization, insurrection, civil strife or armed hostilities) or other losses (excluding bankruptcy or insolvency of a Foreign Sub-custodian not caused by political risk) due to Acts of God, nuclear incident or other losses under circumstances where the Custodian and its assetsSub-custodian or Foreign Sub-custodian have exercised reasonable care. (b) The Trust shall indemnify Custodian and hold it harmless against any losses, damages, costs or expenses (including reasonable attorneys' fees and disbursements) liability (including, without limitation, liability arising under the applicable securities laws, and if the liability relates to one any state or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation foreign securities and/or banking laws) or claim arising (i) from the shareholders status as a mere record holder of securities in the Account; or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amendedii) from and against any loss, liability, judgment, cost action or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with inaction by the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or Custodian upon Proper Instructions in connection with this Agreement; Addendum, or (iii) from the performance of its obligations under the Addendum, provided, however, that nothing contained herein shall limit or in any way impair the Adviser’s obligation right of Custodian to indemnification under this Section 21 any other provision of the Custody Agreement and further provided that the Custodian shall no be indemnified and held harmless from any against any such loss or damage, cost expense, liability or claim arising from the Custodian's negligence, lack of good faith or willful misconduct or failure to act with reasonable care. (c) The Trust understands that, due to certain foreign market practices, when a Sub-custodian is instructed to deliver Assets against payment, it may deliver such Assets prior to actually receiving final payment and that, as a matter of bookkeeping convenience, it may credit Trust's Account with anticipated proceeds of sale prior to actual receipt of final payment. All credits to the Account of the Trust of anticipated proceeds of sales and redemptions of Assets and of anticipated income from Assets shall be reduced conditional upon receipt of final payment and may be reversed to the extent final payment is not received. In the event that Custodian in its description advances Trusts to Trust to facilitate the claim againstsettlement of any transaction, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related elects to permit Trust to use Trusts credited to the Sub-Adviser’s own willful misfeasanceAccount in anticipation of final payment, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this AgreementTrust shall reimburse Custodian for such amounts plus any interest thereon.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put on notice shall have responsibility for the accuracy and completeness (and liability for the material lack thereof) only of Disclosure Documents furnished to the limitation Sub-Adviser by the Manager, and only with respect to the Sub-Adviser Disclosure. (b) The Sub-Adviser shall be liable to the Series for any loss (including transaction costs) incurred by the Series as a result of shareholder liability as any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction applicable to the Allocated Portion set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed Registration Statement or as approved by the Trust pursuant Board from time to this Agreement shall be limited in all cases time and provided to the Trust and its assetsSub-Adviser; or (ii) applicable law, and if the liability relates to one or more series, the obligations hereunder shall be including but not limited to the respective assets of 1940 Act and the Fund. The Sub-Adviser further agrees that it shall Code (including but not seek satisfaction of any such obligation from limited to the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only Series' failure to satisfy the liabilities and obligations diversification or source of that Fund, and not the liabilities or obligations income requirements of any other Fund. The obligations of each Subchapter M of the Funds under this Agreement are several and not joint, and are included together Code with respect to the Allocated Portion) (the investments described in this Agreement solely for the sake of conveniencesubsection (b) collectively are referred to as "IMPROPER INVESTMENTS"). B. (c) The Sub-Adviser shall indemnify and hold harmless the Trust with respect to each Series managed by the Sub-Adviser, each affiliated person of the Trust, all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company 1940 Act) , and all controlling persons (as described in each person who controls the Trust within the meaning of Section 15 of the Securities Act of 1933, as amended, (the "1933 ACT") from and (any such person, an "INDEMNIFIED PARTY") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, liabilityclaim, judgmentdamage, cost expense or penalty (including liability and reasonable counsel fees incurred in connection therewith) to which any reasonable attorney’s fees such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other related expensesfederal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising arise out of or are based upon: (i) a breach by the Sub-Adviser of this Agreement or a material breach of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii) the Sub-Adviser's performance or non-performance of its duties hereunder to the extent that the Sub-Adviser has acted with willful misfeasance, bad faith, gross negligence or with reckless disregard of its obligations and duties hereunder or (iv) any untrue statement or alleged untrue statement of a material fact, solely with respect to the Sub-Adviser Disclosure, contained in connection any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact, solely with respect to the performance Sub-Adviser Disclosure, required to be stated therein or necessary to make the statements therein not misleading (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other written acknowledgment of the Sub-Adviser’s obligations under this Agreement to Adviser from and after the extent resulting from time that such Disclosure Document has been reviewed by the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described contemplated in Section 15 of the Securities Act of 1933, as amended7(c) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreementhereof); provided, however, that the Adviser’s obligation under this Section 21 nothing herein shall be reduced deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the extent that Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the claim againstduties involved in the conduct of such person's office with the Trust. (d) Notwithstanding the foregoing, loss, liability or cost experienced by the Sub-Adviser is caused by shall not be liable for, nor be required to indemnify any Indemnified Party for, indirect, consequential or is otherwise directly related to special damages arising in connection with this Agreement even if the Sub-Adviser’s own Adviser has been advised of the possibility of such damages. (e) For purposes of clarification, and subject to the above provisions of this Section 10, except with respect to Sub-Adviser Disclosure or Improper Investments, the Sub-Adviser 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 the execution of securities transactions for the Series, provided that nothing in this Agreement shall protect the Sub-Adviser against any liability to the Series to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, fraudbad faith, bad faith or gross negligence, negligence in the performance of its duties hereunder or to the by reason of its reckless disregard of its obligations and duties under this Agreementhereunder.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice 7.1. Licensor shall defend, indemnify and hold harmless Licensee and its affiliated companies and their respective officers, directors and employees from and against any and all Liabilities to the extent caused by, arising out of, attributable to or related to Licensor’s breach of the limitation of shareholder liability its warranties under Section 6.1 or Licensor’s negligence or willful misconduct. Except as set forth in the Trust Instrument immediately preceding sentence, Licensor’s liability and such Licensee’s sole and exclusive remedy under this Agreement with respect to any claim for any other breach of the Trust and agrees that obligationsthis Agreement by Licensor, if any, assumed by the Trust pursuant or for any other matter related to this Agreement shall be limited in all cases to or the Trust and its assetsLicensed Intellectual Property (including Licensee’s practice thereof) (whether such claim is based upon contract; tort, and if the liability relates to one including negligence; strict liability; statute or more series, the obligations hereunder shall be otherwise) is limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any direct damages suffered by such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection Licensee with the performance of the Sub-Adviser’s obligations under this Agreement respect to the extent resulting from matters forming the Sub-Adviser’s own willful misfeasance, fraud, bad faith basis for such claim in an amount that will not exceed the Royalties paid or gross negligence, or to the reckless disregard of its duties payable under this Agreement. C. The Adviser shall 7.2. Licensee will defend, indemnify and hold harmless the Sub-Adviser Licensor and all its affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) companies and all controlling persons (as described in Section 15 of the Securities Act of 1933their respective officers, as amended) directors and employees from and against any lossand all Liabilities arising after the Effective Date, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced except to the extent that the claim againstcaused by, lossarising out of, liability attributable or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-AdviserLicensor’s own breach of its warranties under Section 6.1 or Licensor’s negligence or willful misfeasance, fraud, bad faith or gross negligencemisconduct. Licensee’s liability and Licensor’s sole and exclusive remedy with respect to any claim for any other breach of this Agreement by Licensee, or for any other matter related to this Agreement or the Licensed Intellectual Property (including Licensor’s practice thereof) (whether such claim is based upon contract; tort, including negligence; strict liability; statute or otherwise) is limited to the reckless disregard of its duties direct damages suffered by Licensor with respect to the matters forming the basis for such claim in an amount that will not exceed the Royalties paid or payable under this Agreement. 7.3. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS. 7.4. Any indemnitee that intends to claim indemnification under this Article 7 shall promptly notify the indemnifying party in writing of any loss, claim, damage, liability or action in respect of which such indemnitee intends to claim such indemnification, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, to assume the defense thereof. The indemnity agreement in this Article 7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying party, which consent shall not be unreasonably withheld. At the request of the indemnifying party, such indemnitees shall cooperate fully with the indemnifying party and its legal representatives in the investigation of any action, claim or liability covered by this indemnification and provide full information with respect thereto.

Limitation of Liability; Indemnification. A. a. The Sub-Adviser is hereby expressly put on notice shall not be liable for any losses, damages, liabilities, costs and expenses (including legal) (collectively, “Losses”) due to a mistake or error of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed judgment or for any Losses suffered by the Trust pursuant Fund in connection with the matters to which this Agreement shall be limited relates, except Losses resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder which case any award of damages shall be limited to the respective assets of period and the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together amount set forth in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(336(b)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent Losses resulting from the Sub-Adviser’s own acts or omissions involving willful misfeasance, fraud, bad faith or gross negligencenegligence on its part in the performance of, or to the from reckless disregard by it of its obligations and duties under, this Agreement, whether express or implied. In no event shall the Adviser be liable for any special, consequential or punitive damages. b. The Company shall indemnify the Adviser and any of its directors, officers, employees or affiliates against all Losses incurred by the Adviser or such parties by reason of, or arising out of, any act or omission by the Company under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning , or any breach of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933warranty, as amended) from and against any lossrepresentation or agreement hereunder, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced except to the extent that such Losses arise as a result of the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligencenegligence of the Adviser, or as a result of the Adviser’s reckless disregard for, or breach of, its fiduciary duties to the reckless disregard Company. c. The Adviser shall indemnify the Company and any of its duties directors, officers, employees or affiliates against all Losses incurred by the Company by reason of, or arising out of, any act or omission by the Adviser under this Agreement (other than for acts or omissions for which the Adviser is not liable under Section 9.a. of this Agreement), or any breach of warranty, representation or agreement hereunder, except to the extent that such Losses arise as a result of the willful misfeasance, bad faith or gross negligence of the Company. d. This Section 9 shall survive the termination of the Agreement.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice Custodian shall not be liable for any costs, expenses, damages, liabilities or claims, including reasonable fees of the limitation counsel (collectively, "Losses"), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by reason of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed any action or inaction by the Book-Entry System, any Clearing Corporation or Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assetsReceipt Issuer, and if the liability relates to one or more seriestheir successors or nominees, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely except for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) those Losses arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraudCustodian's negligence, bad faith or gross negligencewillful misconduct. In no event shall Custodian be liable to Buyer, Seller or any third party for special, indirect or consequential damages, or to the reckless disregard lost profits or loss of its duties business, arising under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; providedCustodial Undertaking. Custodian may, howeverwith respect to questions of law, that apply for and obtain the Adviser’s obligation under this Section 21 advice and opinion of counsel, and shall be reduced fully protected with respect to the extent that the claim againstanything done or omitted by it in good faith in conformity with such reasonable advice or opinion. Buyer and Seller agree, lossjointly and severally, liability to indemnify Custodian and to hold it harmless against any and all Losses (including claims by Buyer or cost experienced Seller) which are sustained by the Sub-Adviser is caused by Custodian as a result of Custodian's action or is otherwise directly related to the Sub-Adviser’s own willful misfeasanceinaction in connection with this Custodial Undertaking, fraudexcept those Losses arising out of Custodian's negligence, bad faith or gross negligencewillful misconduct. It is expressly understood and agreed that Custodian's right to indemnification hereunder shall be enforceable against Buyer and Seller directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of any rights or to recourse that Buyer or Seller may have against any such third party. This indemnity shall be a continuing obligation of Buyer and Seller notwithstanding the reckless disregard termination of its duties under any Transactions or of this AgreementCustodial Undertaking.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put on notice Administrator, with respect to questions of law, may apply for and obtain the advice and opinion of legal counsel, and with respect to the application of generally accepted accounting principles or federal tax accounting principles, may apply for and obtain the advice and opinion of accounting experts, at the reasonable expense of the limitation of shareholder liability as set forth in the Trust Instrument Trust. The Administrator shall obtain prior permission of the Trust before obtaining the advice and agrees that obligationsopinion of legal or accounting experts at the expense of the Trust, if any, assumed by and shall not use any counsel or accounting experts to which the Trust pursuant to this Agreement shall reasonably object. The Administrator shall be limited fully protected with respect to any action taken or omitted by it in all cases good faith in conformity with this paragraph. (b) The Administrator shall not be liable to the Trust and its assets, and if for any action taken or omitted to be taken by the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933Administrator, as amended) from and against any lossthe case may be, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s any of its respective duties or obligations under this Agreement to Agreement, and the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser Trust shall indemnify the Administrator and hold the Administrator harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any lossall damages, liabilityliabilities, judgment, cost or penalty costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Administrator, as the case may be, in or by reason of any reasonable attorney’s fees pending, threatened or contemplated action, suit, investigation or other related expensesproceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator, as the case may be, in connection with the performance of any of their respective duties or obligations under this Agreement; provided, however, that nothing contained herein shall protect or be deemed to protect the Adviser’s obligation under this Section 21 shall Administrator against or entitle or be reduced deemed to entitle the Administrator to indemnification in respect of any liability to the extent that Administrator, the claim againstTrust or its security holders to which the Administrator, lossas the case may be, liability or cost experienced would otherwise be subject by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own reason of willful misfeasance, fraud, bad faith or gross negligencenegligence in the performance of its duties, or to the by reason of its reckless disregard of its duties and obligations under this Agreement. Such expenses shall be paid by the Trust in advance of the final disposition of such matter upon invoice by the Administrator, as the case may be, and receipt by the Trust of an undertaking from the Administrator, as the case may be, to repay such amounts if it shall ultimately be established that the Administrator is not entitled to payment of such expenses hereunder. (c) As used in this Paragraph 3, the term "Administrator" shall include any affiliates of the Administrator performing services for the Trust contemplated hereby, and trustees, officers, agents and employees of the Administrator or such affiliates.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put on notice shall have responsibility for the accuracy and completeness (and liability for the material lack thereof) only of Disclosure Documents furnished to the limitation Sub-Adviser by the Manager, and only with respect to the Sub-Adviser Disclosure. (b) The Sub-Adviser shall be liable to the Series for any loss (including transaction costs) incurred by the Series as a result of shareholder liability as any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction applicable to the Allocated Portion set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed Registration Statement or as approved by the Trust pursuant Board from time to this Agreement shall be limited in all cases time and provided to the Trust and its assetsSub-Adviser; or (ii) applicable law, and if the liability relates to one or more series, the obligations hereunder shall be including but not limited to the respective assets of 1940 Act and the Fund. The Sub-Adviser further agrees that it shall Code (including but not seek satisfaction of any such obligation from limited to the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only Series’ failure to satisfy the liabilities and obligations diversification or source of that Fund, and not the liabilities or obligations income requirements of any other Fund. The obligations of each Subchapter M of the Funds under this Agreement are several and not joint, and are included together Code with respect to the Allocated Portion) (the investments described in this Agreement solely for the sake of conveniencesubsection (b) collectively are referred to as “Improper Investments”). B. (c) The Sub-Adviser shall indemnify and hold harmless the Trust with respect to each Series managed by the Sub-Adviser, each affiliated person of the Trust, all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company 1940 Act) , and all controlling persons (as described in each person who controls the Trust within the meaning of Section 15 of the Securities Act of 1933, as amended, (the “1933 Act”) from and (any such person, an “Indemnified Party”) against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, liabilityclaim, judgmentdamage, cost expense or penalty (including liability and reasonable counsel fees incurred in connection therewith) to which any reasonable attorney’s fees such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other related expensesfederal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising arise out of or in connection with are based upon: (i) a breach by the performance Sub-Adviser of this Agreement or a material breach of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii) the Sub-Adviser’s obligations under this Agreement performance or non-performance of its duties hereunder to the extent resulting that the Sub-Adviser has acted with willful misfeasance, bad faith, gross negligence or with reckless disregard of its obligations and duties hereunder or (iv) any untrue statement or alleged untrue statement of a material fact, solely with respect to the Sub-Adviser Disclosure, contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact, solely with respect to the Sub-Adviser Disclosure, required to be stated therein or necessary to make the statements therein not misleading (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other written acknowledgment of the Sub-Adviser from and after the time that such Disclosure Document has been reviewed by the Sub-Adviser’s own , as contemplated in Section 7(c) hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, fraudbad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office with the Trust. (d) Notwithstanding the foregoing, the Sub-Adviser shall not be liable for, nor be required to indemnify any Indemnified Party for, indirect, consequential or special damages arising in connection with this Agreement even if the Sub-Adviser has been advised of the possibility of such damages. (e) For purposes of clarification, and subject to the above provisions of this Section 10, except with respect to Sub-Adviser Disclosure or Improper Investments, the Sub-Adviser 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 the execution of securities transactions for the Series, provided that nothing in this Agreement shall protect the Sub-Adviser against any liability to the Series to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence, negligence in the performance of its duties hereunder or to the by reason of its reckless disregard of its obligations and duties under this Agreementhereunder. C. (c) The Adviser Manager shall indemnify and hold harmless the Sub-Adviser and all each affiliated persons thereof (within the meaning person of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by against any and all losses, claims, damages, expenses or is otherwise directly related liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which the Sub-Adviser’s own willful misfeasanceAdviser or its affiliated persons may become subject under the 1933 Act, fraudthe 1934 Act, bad faith the 1940 Act or gross negligenceother federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon the actions of the Manager, any other sub-adviser of the Series, or the investment of any assets of the Series that were not allocated to the reckless disregard Allocated Portion at the time of its duties under this Agreementthe event that caused such losses, claims, damages, expenses or liabilities.

Limitation of Liability; Indemnification. A. The 14.1. Sub-Adviser is hereby expressly put on merchant agrees to notify DBS by a written communication with DBS of any alleged breach by Processor of this Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the limitation date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of shareholder liability as set forth any and all rights to dispute such breach. Sub-merchant hereby authorizes DBS to assert any such claim against Processor on its behalf, and to take all steps deemed necessary or appropriate in the Trust Instrument of the Trust connection with such claim. 14.2. Sub-merchant is liable for all acts, omissions, Payor disputes, and other Payor customer service- related issues. Sub-merchant acknowledges that Processor may refuse to process transactions for it in Processor’s reasonable discretion, and Sub-merchant agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fundmerchant, and not the liabilities DBS, shall be responsible for resolving any issues, problems, or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of conveniencedisputes with its customers. B. The 14.3. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, DBS DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF SUB-MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUB-MERCHANT HEREBY ACKNOWLEDGES THAT THERE ARE RISKS ASSOCIATED WITH THE ACCEPTANCE OF CARDS AND SUB-MERCHANT HEREBY ASSUMES ALL SUCH RISKS EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN. Sub-Adviser shall indemnify merchant’s sole and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) exclusive remedy for any and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and claims against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) DBS arising out of or in connection with any way related to the performance transactions contemplated herein shall be termination of the this Agreement. Neither Processor, Sub-Adviser’s obligations merchant Bank, nor DBS shall be deemed to be in default under this Agreement or liable for any delay or loss in the performance, failure to perform, or interruption of any Services resulting, directly or indirectly, from a Force Majeure Event. Upon such an occurrence, performance by Processor, Member Bank and DBS shall be excused until the extent resulting from cause for the delay has been removed and Processor, Sub-Adviser’s own willful misfeasancemerchant Bank, fraudand DBS have had a reasonable time to again provide the Services. No cause of action, bad faith or gross negligenceregardless of form, or to shall be brought by either party more than 1 year after the reckless disregard cause of its duties action arose, other than one for the nonpayment of fees and amounts due Provide under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney. Any restriction on DBS’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation liability under this Section 21 Agreement shall be reduced apply in the same manner to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this AgreementProcessor and Member Bank.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice 12.1. In no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind or for any loss of business, reputation, revenue, profits and/or data that arises under or in connection with these Terms or that results from the use of, or the inability to use, the Anzu Roblox Services, even if we have been advised of the limitation possibility of shareholder such loss. 12.2. Notwithstanding anything to the contrary between the parties, in any event, our total, aggregate liability as set forth for all damages and losses arising under or in connection with these Terms, or that result from your use of or inability to use the Trust Instrument Anzu Roblox Services, or in connection with any act or omission of any third party, including but not limited to Advertisers and/or End User, or any indemnification obligation or applicable law regarding data protection or privacy (including, without limitation, the DPA), whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the Consideration actually received from you over the previous three (3) months preceding the date of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases event giving rise to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenienceliability. B. The Sub-Adviser 12.3. You shall defend, indemnify and hold us harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any lossand all claims, liabilitydemands, judgmentliabilities, cost or penalty losses, damages, costs and expenses (including any reasonable attorney’s fees legal fees) resulting or other related expensesarising from (i) arising out your breach of or in connection with the performance these Terms; (ii) your use of the Sub-Adviser’s Anzu Roblox Services, and/or (iii) any claims regarding the Game and/or Placement Inventory and/or advertising campaigns (including without limitation IP infringement and privacy claims). Without derogating from or excusing your obligations under this Agreement section, we reserve the right (at your own expense), but are not under any obligation, to assume the extent exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval. 12.4. Without prejudice to any other rights or remedies available to us under these Terms or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including (but not limited to) any claims we have against you resulting from the Sub-Adviser’s own willful misfeasanceor arising from, fraud, bad faith or gross negligence, or to the reckless disregard your breach of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) these Terms and/or your use of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this AgreementLicense.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and (a) Buyer agrees that obligationsto indemnify, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify defend and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) Seller Indemnified Parties from and against any loss(i) all liabilities, liabilityobligations and damages paid, judgmentsuffered or incurred by the Seller Indemnified Parties arising out of or in connection with a breach by Buyer of this Agreement and (ii) all other liabilities, cost obligations and damages paid, suffered or penalty (including any reasonable attorney’s fees or other related expenses) incurred by the Seller Indemnified Parties arising out of or in connection with the performance Services rendered pursuant to this Agreement, other than the obligations of the Sub-Adviser’s obligations Seller under this Agreement to the extent and other than liabilities, obligations or damages described in this clause (ii) resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith breach by Seller of this Agreement or the willful misconduct or gross negligence, or to the reckless disregard of its duties under this Agreementnegligence by any Seller Indemnified Party. C. The Adviser shall indemnify (b) Seller agrees to indemnify, defend and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) Buyer Indemnified Parties from and against any lossall liabilities, liabilityobligations and damages paid, judgment, cost suffered or penalty (including any reasonable attorney’s fees or other related expenses) incurred by the Buyer Indemnified Parties arising out of or in connection with a breach by Seller of this Agreement; provided. (c) Any indemnification claims made hereunder shall be made in accordance with the procedure set forth in Section 10.05 of the Purchase Agreement and subject to the restrictions and limitations contained in Sections 10.04 and 10.06 of the Purchase Agreement. (d) The provisions of this Section 11 shall be the exclusive remedy of the parties hereto against any other party with respect to matters arising under or in connection with this Agreement and the Services. Each party acknowledges that no claim for indemnification shall be made under the Purchase Agreement with respect to matters arising under or in connection with this Agreement and the Services. (e) Notwithstanding anything in this Agreement to the contrary, howeverneither party shall have any liability, that the Adviser’s obligation direct or indirect, under or in respect of this Agreement under any theory of tort, contract, strict liability or other legal or equitable theory, to any Indemnified Party, except as set forth in Section 11 of this Agreement, and neither party shall be liable under this Section 21 shall be reduced to 11 under any circumstances for any consequential, punitive or exemplary damages, lost profits or damages determined as a multiple of income, revenue or the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreementlike.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put on notice shall have responsibility for the accuracy and completeness (and liability for the material lack thereof) only of Disclosure Documents furnished to the limitation Sub-Adviser by the Manager, and only with respect to the Sub-Adviser Disclosure. (b) The Sub-Adviser shall be liable to the Series for any loss (including transaction costs) incurred by the Series as a result of shareholder liability as any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction applicable to the Allocated Portion set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed Registration Statement or as approved by the Trust pursuant Board from time to this Agreement shall be limited in all cases time and provided to the Trust and its assetsSub-Adviser; or (ii) applicable law, and if the liability relates to one or more series, the obligations hereunder shall be including but not limited to the respective assets of 1940 Act and the Fund. The Sub-Adviser further agrees that it shall Code (including but not seek satisfaction of any such obligation from limited to the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only Series’ failure to satisfy the liabilities and obligations diversification or source of that Fund, and not the liabilities or obligations income requirements of any other Fund. The obligations of each Subchapter M of the Funds under this Agreement are several and not joint, and are included together Code with respect to the Allocated Portion) (the investments described in this Agreement solely for the sake of conveniencesubsection (b) collectively are referred to as “Improper Investments”). B. (c) The Sub-Adviser shall indemnify and hold harmless the Trust with respect to each Series managed by the Sub-Adviser, each affiliated person of the Trust, all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company 1940 Act) , and all controlling persons (as described in each person who controls the Trust within the meaning of Section 15 of the Securities Act of 1933, as amended, (the “1933 Act”) from and (any such person, an “Indemnified Party”) against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, liabilityclaim, judgmentdamage, cost expense or penalty (including liability and reasonable counsel fees incurred in connection therewith) to which any reasonable attorney’s fees such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other related expensesfederal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arising arise out of or in connection with are based upon: (i) a breach by the performance Sub-Adviser of this Agreement or a material breach of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii) the Sub-Adviser’s obligations under this Agreement performance or non-performance of its duties hereunder to the extent resulting that the Sub-Adviser has acted with willful misfeasance, bad faith, gross negligence or with reckless disregard of its obligations and duties hereunder or (iv) any untrue statement or alleged untrue statement of a material fact, solely with respect to the Sub-Adviser Disclosure, contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact, solely with respect to the Sub-Adviser Disclosure, required to be stated therein or necessary to make the statements therein not misleading (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other written acknowledgment of the Sub-Adviser from and after the time that such Disclosure Document has been reviewed by the Sub-Adviser’s own , as contemplated in Section 7(c) hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, fraudbad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office with the Trust. (d) Notwithstanding the foregoing, the Sub-Adviser shall not be liable for, nor be required to indemnify any Indemnified Party for, indirect, consequential or special damages arising in connection with this Agreement even if the Sub-Adviser has been advised of the possibility of such damages. (e) For purposes of clarification, and subject to the above provisions of this Section 10, except with respect to Sub-Adviser Disclosure or Improper Investments, the Sub-Adviser 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 the execution of securities transactions for the Series, provided that nothing in this Agreement shall protect the Sub-Adviser against any liability to the Series to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith faith, or gross negligence, negligence in the performance of its duties hereunder or to the by reason of its reckless disregard of its obligations and duties under this Agreementhereunder. C. (f) The Adviser Manager shall indemnify and hold harmless the Sub-Adviser and all each affiliated persons thereof (within the meaning person of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by against any and all losses, claims, damages, expenses or is otherwise directly related liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which the Sub-Adviser’s own willful misfeasanceAdviser or its affiliated persons may become subject under the 1933 Act, fraudthe 1934 Act, bad faith the 1940 Act or gross negligenceother federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon the actions of the Manager, any other sub-adviser of the Series, or the investment of any assets of the Series that were not allocated to the reckless disregard Allocated Portion at the time of its duties under this Agreementthe event that caused such losses, claims, damages, expenses or liabilities.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice No director shall be personally liable to the Corporation or any of its members for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the limitation director’s duty of shareholder liability as set forth loyalty to the Corporation or its members, (ii) for acts or omissions not in the Trust Instrument good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Trust and agrees that obligations, if any, assumed DGCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article VIII by the Trust pursuant Class B Member shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to this Agreement acts or omissions occurring prior to such repeal or modification. The Corporation shall be limited in all cases indemnify its directors to the Trust and its assetsfullest extent authorized or permitted by law, as now or hereafter in effect, and if such right to indemnification shall continue as to a person who has ceased to be a director of the liability relates to one or more series, the obligations hereunder Corporation and shall be limited inure to the respective assets benefit of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders his or any individual shareholder of the Fund(s)her heirs, nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities executors and obligations of that Fund, personal and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. C. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreementlegal representatives; provided, however, that that, except for proceedings to enforce rights to indemnification, the Adviser’s obligation under Corporation shall not be obligated to indemnify any director (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors. The right to indemnification conferred by this Section 21 Article VIII shall include the right to be reduced paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. The Corporation may, to the extent that the claim against, loss, liability or cost experienced authorized from time to time by the Sub-Adviser is caused by or is otherwise directly related Board of Directors, provide rights to indemnification and to the Sub-Adviser’s own willful misfeasanceadvancement of expenses to officers, fraud, bad faith or gross negligence, or employees and agents of the Corporation similar to those conferred in this Article VIII to directors of the Corporation. The rights to indemnification and to the reckless disregard advance of its duties expenses conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under this AgreementCertificate of Incorporation, the Bylaws of the Corporation, any statute, agreement, vote of the Class B Member or disinterested directors or otherwise. Any repeal or modification of this Article VIII by the Class B Member shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

Limitation of Liability; Indemnification. A. 11.1 The Sub-Adviser is hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser Supplier shall indemnify and hold Lely, its Affiliates, agents, officers and employees harmless the Adviserin respect of any claims, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) loss or damage and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or expenses in connection with the performance any third party claim that any of the SubGoods or Services alone or in combination or use of the same infringes any patent, trademark, copyright, trade secret, trade name or other proprietary right of any third party, and shall defend any such claim at the Supplier’s expense. If any of the Goods or Services infringe a third party intellectual property right, the Supplier shall at its expense, but at the option of Lely: i) procure for Lely the right to continue the use of the Goods or Services, or ii) replace or modify the Goods or Services with a functional non-Adviser’s obligations under this infringing equivalent, or iii) if the Supplier is unable to indemnify Lely in accordance with option i) or ii) above, Lely may terminate the Agreement and upon termination, Supplier shall reimburse Lely for the price paid, without prejudice to the extent resulting from the Sub-AdviserSupplier’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreementindemnification obligations hereunder. C. 11.2 The Adviser Supplier shall indemnify and hold Lely, its Affiliates, agents, officers and employees harmless the Sub-Adviser in respect of any claims, loss or damage, proceedings, actions, demands, liabilities, attorney fees and all affiliated persons thereof (within the meaning costs and expenses of Section 2(a)(3) whatsoever nature and whether arising before or after completion of the Investment Company Act) and all controlling persons (as described in Section 15 delivery of the Securities Act Goods or performance of 1933the Services under the Agreement, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly related resulting in any way from the acts, omissions, breach of express or implied warranty, Supplier’s negligence or breach of any provision of the Agreement relating to the Sub-Adviser’s own willful misfeasancedevelopment, fraudproduction and supply of Goods or Services to Lely under the Agreement. 11.3 The indemnities stated in this Article 11 shall commence on the date of delivery of the Goods or the date of completion of the Services, bad faith and shall survive for a period of twenty years from such date. 11.4 The indemnification stated in this Article 11 shall be in addition to any other rights and remedies that Lely may have whether on the basis of the Agreement or gross negligenceby law. 11.5 Neither party excludes or limits its liability for death or personal injury arising from grossly negligent or tortious acts, or for any liability that cannot be excluded or limited by law. 11.6 Subject to Article 11.5, in no event shall Lely be liable for any indirect, special, incidental, punitive or consequential damages, including without limitation any damages for loss of business, loss of revenue, loss of profit and/or loss of data, even where Lely has been advised of the possibility of such damages, and in no event shall Lely’s liability exceed the amount due to the reckless disregard of its duties Supplier for performance under this the Agreement.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice duties of the limitation of shareholder liability as Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the Trust Instrument performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. (As used in this Article 5, the term "Administrator" shall include partners, officers, employees and other agents of the Trust Administrator as well as the Administrator itself.) So long as the Administrator acts in good faith and agrees that obligationswithout negligence or willful misfeasance, if anyand without reckless disregard of its obligations and duties, assumed by with respect to its performance of services under this Agreement, the Trust pursuant to this Agreement Company assumes full responsibility and shall be limited in indemnify the Administrator and hold it harmless from and against any and all cases 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 actions taken or non-actions with respect to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets performance of the Fundservices hereunder. The Sub-Adviser further Administrator agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. The Sub-Adviser shall indemnify and hold harmless the AdviserCompany, the Trustits employees, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) agents, Directors, officers and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) nominees from and against any lossand all claims, liabilitydemands, judgmentactions and suits, cost whether groundless or penalty (including otherwise, and from and against any reasonable attorney’s and all judgments, liabilities, losses, damages, costs, charges, counsel fees or and other related expenses) expenses of every nature and character arising out of or in connection with the performance of the Sub-Adviser’s obligations under this Agreement any way relating to the extent resulting Administrator's bad faith, willful misconduct, negligence or from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties obligations and duties, with respect to the performance of services under this Agreement. C. . The Adviser indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to indemnify or hold the other party harmless, the indemnifying party shall be fully and hold harmless promptly advised of all pertinent facts concerning the Sub-Adviser situation in question, and it is further understood that the indemnified party will use all affiliated persons thereof (within reasonable care to identify and notify the meaning indemnifying party promptly concerning any situation which presents or appears likely to present the probability of Section 2(a)(3) such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Investment indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnifying party and satisfactory to the other party, whose approval shall not be unreasonably withheld. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party. The Administrator may apply to the Company Act) at any time for instructions and all controlling persons (as described in Section 15 of may consult counsel for the Securities Act of 1933, as amended) from Company or its own counsel and against with accountants and other experts with respect to any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) matter arising out of or in connection with this Agreement; providedthe Administrator's duties, howeverand 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 opinion of such counsel, that accountants or other experts. Also, the Adviser’s obligation under this Section 21 Administrator shall be reduced protected in acting upon any document which it reasonably believes to the extent that the claim against, loss, liability be genuine and to have been signed or cost experienced presented by the Sub-Adviser is caused by proper person or is otherwise directly related persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence, or to Company until receipt of written notice thereof from the reckless disregard of its duties under this AgreementCompany.

Limitation of Liability; Indemnification. A. The Sub-Adviser is hereby expressly put on notice 13.1 Under no circumstances shall either party be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, including, without limitation loss of use or lost business, revenue, profits or goodwill, that results from MCI's provision of or failure to provide, or Customer's use of or inability to use any of the limitation of shareholder liability as set forth in the Trust Instrument MCI Services provided under this Agreement, even if such party had been advised, knew or should have known of the Trust possibility of such damages,. The foregoing limitation applies to all causes of actions and agrees that obligationsclaims, if anyincluding without limitation breach of contract, assumed breach of warranty, negligence, strict liability, misrepresentation and other torts. Further, no cause of action which arose more than one (1) year prior to the institution of a legal proceeding alleging such cause of action may be asserted by either party against the Trust pursuant other. MCI CONFIDENTIAL 13.2 To the extent applicable, the terms and conditions of the Tariff shall govern the extent of MCI's liability with respect to this Agreement shall and the Services provided hereunder. With respect to any service, product, action, obligation, facility or event not covered by the terms of the Tariff, whether outside of the terms of the Tariff or determined not to be limited in all cases to covered under the Trust and its assets, and if the liability relates to one or more seriesTariff by a final decision of a court of competent jurisdiction, the obligations hereunder total liability of MCI to Customer in connection therewith shall be limited to the respective assets lesser of (a) direct damages proven by Customer or (b) the Fund. The Sub-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(s), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only aggregate amounts paid by Customer to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds MCI under this Agreement are several for the one (1) month period prior to accrual of such cause of action for the specific product or service which forms the basis for such cause of action. The foregoing limitation applies to all causes of actions and not jointclaims, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and are included together other torts. Further, MCI's liability with respect to individual MCI services may also be further limited pursuant to the terms and conditions of the applicable Attachments and Exhibits to this agreement. Customer acknowledges and accepts the reasonableness of the foregoing disclaimers and limitations of liability. 13.3 In addition to any indemnification rights set forth in the Attachments and Exhibits to this Agreement solely for or in the sake of convenience. B. The Sub-Adviser shall indemnify Tariff, Customer agrees to indemnify, defend at Customer's expense and hold harmless MCI, its parent, affiliates, subsidiaries, directors, officers, employees, and agents (collectively the Adviser"MCI Indemnitees") against any actions, the Trustclaims, all affiliated persons thereof (within the meaning of Section 2(a)(3) suits, losses, expenses or damages asserted against or incurred by any of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) MCI Indemnitees arising out of or in related to: (i) Customer's acts, omissions and/or breach of its obligations hereunder; (ii) the violation of any FCC or other applicable international, federal, state or local law or regulation by Customer; (iii) the accuracy of or authorization for any service orders submitted by Customer hereunder; or (iv) Customer's connection with the performance of the Sub-Adviser’s obligations under this Agreement any MCI facility, product, or service to the extent any third party facility, service or network, including without limitation damages resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligenceunauthorized use of, or to the reckless disregard access to, MCI's network. Notwithstanding any other provision of its duties under this Agreement, Customer shall pay all damages, settlements, expenses and costs, including costs of investigation, court costs and reasonable attorneys' fees and costs (including allocable costs of in-house counsel) incurred by MCI Indemnitees as set forth in this Paragraph, including, without limitation, reasonable attorneys' fees and costs (including allocable costs of in-house counsel) incurred in enforcing this Agreement. C. The Adviser 13.4 Customer shall indemnify be fully responsible to MCI for all acts or omissions of Customer's employees, customers, end-users (whether authorized users or otherwise), vendors, subcontractors, and hold harmless agents with respect to the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) ordering or use of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933MCI Services provided hereunder, as amended) from and against any loss, liability, judgment, cost or penalty (including any reasonable attorney’s fees or other related expenses) arising out of or in connection with this Agreement; provided, however, that the Adviser’s obligation under this Section 21 shall be reduced to the extent that the claim against, loss, liability or cost experienced by the Sub-Adviser is caused by or is otherwise directly any respect related to the Sub-Adviser’s own willful misfeasance, fraud, bad faith provisions or gross negligence, or to the reckless disregard subject matter of its duties under this Agreement.

Limitation of Liability; Indemnification. A. (a) The Sub-Adviser is hereby expressly put on notice shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the limitation Disclosure Documents only with respect to Sub-Adviser Disclosure. (b) The Sub-Adviser shall be liable to the Series for any loss (including transaction costs) incurred by the Series as a result of shareholder liability as any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Trust Instrument of the Trust and agrees that obligations, if any, assumed Registration Statement or as approved by the Trust pursuant Board from time to this Agreement shall be limited in all cases time and provided to the Trust Sub-Adviser; or (ii) applicable law (the investments described in this subsection (b) collectively are referred to as "IMPROPER INVESTMENTS") if such loss arises from the Sub-Adviser's willful misfeasance, bad faith, or gross negligence or reckless disregard of its obligations and its assets, and if the liability relates to one or more seriesduties hereunder (collectively, the obligations hereunder shall be limited to the respective assets of the Fund. The Sub"SUB-Adviser further agrees that it shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Fund(sADVISER DISABLING CONDUCT"), nor from the Trustees or any individual Trustee. The assets of a Fund shall be available only to satisfy the liabilities and obligations of that Fund, and not the liabilities or obligations of any other Fund. The obligations of each of the Funds under this Agreement are several and not joint, and are included together in this Agreement solely for the sake of convenience. B. (c) The Sub-Adviser shall indemnify and hold harmless the Trust with respect to each Series managed by the Sub-Adviser, each affiliated person of the Trust, all affiliated persons thereof (Trust within the meaning of Section 2(a)(3) of the Investment Company 1940 Act) , and all controlling persons (as described in each person who controls the Trust within the meaning of Section 15 of the Securities 1933 Act (any such person, an "INDEMNIFIED PARTY") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of 1933investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Sub-Adviser of this Agreement; (ii) any Improper Investment (if the loss arising from the Improper Investment is a result of any Sub-Adviser Disabling Conduct); (iii) the Sub-Adviser's performance or non-performance of its duties hereunder to the extent that the Sub-Adviser's actions constitute Sub-Adviser Disabling Conduct; or (iv) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, for purposes of this Section 10(c) solely with respect to the Sub-Adviser Disclosure (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Sub- Adviser from and after the time that such Disclosure Document has been reviewed and approved by the Sub-Adviser, as amendedcontemplated in Section 2.1(ix) from and hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any lossliability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, liabilitybad faith, judgmentgross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. (d) For purposes of clarification, cost except with respect to Sub-Adviser Disclosure, the Sub-Adviser shall not be liable for any error of judgment or penalty (including mistake of law, or for any reasonable attorney’s fees or other related expenses) loss arising out of any investment or for any act or omission in the execution of securities transactions for the Series, provided that nothing in this Agreement shall protect the Sub-Adviser against any liability to the Series to which the Sub-Adviser would otherwise be subject by reason of any Sub-Adviser Disabling Conduct. (e) Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the performance Sub-Adviser's discharge of its obligations hereunder shall be liable to the Manager, its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other sub-adviser to the Series with respect to the portion of the assets of the Series not managed by the Sub-Adviser and (ii) acts of the Sub-Adviser’s obligations under this Agreement Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by the Manager or any other sub-adviser to the Series, which records are not (x) also maintained by the Sub-Adviser or (y) to the extent resulting from such records relate to the Allocated Portion, otherwise available to the Sub-Adviser’s own willful misfeasanceAdviser upon reasonable request, fraudprovided, bad faith or gross negligencein all cases, or that the liability was not attributable to the reckless disregard of its duties under this Agreementany Sub-Adviser Disabling Conduct. C. (f) The Adviser shall Manager agrees to indemnify and hold harmless the Sub-Adviser and its affiliates and each of their respective members, partners, shareholders, managers, directors, officers, agents and employees against any and all affiliated persons thereof losses, claims, damages, liabilities or litigation (within including reasonable legal and other expenses), to which the meaning of Section 2(a)(3Sub-Adviser or its affiliates or such members, partners, shareholders, managers, directors, officers, agents or employees are subject, which are caused by (i) the Manager's willful misfeasance, bad faith, or gross negligence in the performance of the Manager's obligations and duties under this Agreement or obligations and duties to the Trust or a Series under the Investment Company Act) and all controlling persons (as described in Section 15 Advisory Agreement, or by reason of the Securities Act Manager's reckless disregard of 1933such obligations and duties, as amendedor (ii) from any untrue statement of a material fact contained in the Series' Prospectus and against any lossSAI, liabilityRegistration Statement, judgmentproxy materials, cost or penalty (including any reasonable attorney’s fees reports, advertisements, sales literature, or other related expenses) arising out materials or the omission to state therein a material fact which was required to be stated therein or necessary to make the statements therein not misleading, unless and to the extent such statement or omission was made in reliance upon, and is consistent with, the information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of or in connection with this Agreementthe Sub-Adviser for use therein; provided, however, that in no case is the Adviser’s obligation under this Section 21 shall Manager's indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be reduced to the extent that the claim against, loss, liability or cost experienced subject by the Sub-Adviser is caused by or is otherwise directly related to the Sub-Adviser’s own reason of willful misfeasance, fraudbad faith, bad faith or gross negligencenegligence in the performance of his, her or to the its duties or by reason of his, her or its reckless disregard of its obligations and duties under this Agreement.