Common use of Limitation of Liability; Indemnification Clause in Contracts

Limitation of Liability; Indemnification. (a) Funds Management shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consent.

Limitation of Liability; Indemnification. (a) Funds Management NSC shall not be liable to the Trusts for any error of judgment or mistake of law or for any loss suffered arising out of any act or omission by the Trust NSC, or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, and employees of NSC and its affiliates, in connection with the performance of its obligations and duties under this Agreementhereunder; provided, except a loss resulting from Funds Management’s however, that nothing contained herein shall be construed to protect NSC against any liability to the Trusts, the Funds, or the shareholders to which NSC shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, NSC will indemnify Funds Management against and hold it 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 and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating actions in respect thereof to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnificationTrusts Indemnified Parties may become subject, except including amounts paid in settlement with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets consent of the Fund involved in the claimNSC, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all insofar as such losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting actions in respect thereof arise out of or result from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents NSC to act in accordance comply with the standard terms of care set forth this Agreement. NSC will reimburse the Trusts for reasonable legal or other expenses reasonably incurred by the Trusts in Subparagraph (a) above; provided that connection with investigating or defending against any such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faithliability, or action. NSC 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 Trust or its agents officers of the Trusts and any person controlling the Trusts. (other than Funds Management or agents c) The obligations set forth in this Section 4 shall survive the termination of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentthis Agreement.

Limitation of Liability; Indemnification. (a) Funds Management Xxxxxxxx shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s Xxxxxxxx' willful misfeasance, bad faith, faith or negligence in the performance of such obligations and duties, or by reason of its reckless disregard thereof. (b) BAAI shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from BAAI's willful misfeasance, bad faith or that negligence in the performance of its agents or sub-administratorssuch obligations and duties, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (bc) The Trust, on behalf of each Fund, will indemnify Funds Management Xxxxxxxx and/or BAAI against and hold it each harmless from any and all losses, claims, damages, liabilities, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, action or suit relating to the particular Fund and not resulting from the willful misfeasance, bad faith, faith or negligence of Funds Management or its agents or sub-administrators Xxxxxxxx and/or BAAI in the performance of their such obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management Xxxxxxxx and/or BAAI will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s 's prior written consent. Any amounts payable by the Trust under this Subparagraph Section 6(c) shall be satisfied only against the assets of the Fund involved in the claim, demand, action, action or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence investment portfolio of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentTrust.

Limitation of Liability; Indemnification. (a) Funds Management Money Manager shall not be liable for any error of judgment action taken, omitted or mistake of law suffered to be taken by it in its reasonable judgment, in good faith and believed by it to be authorized or for any loss suffered within the discretion or rights or powers conferred upon it by this Contract, or in accordance with (or in the Trust in connection with the performance of its obligations and duties under this Agreementabsence of) specific directions or instructions from RIM; provided, except a loss resulting however, that such acts or omissions shall not have resulted from Funds ManagementMoney Manager’s willful misfeasance, bad faithfaith or negligence, violation of the standard of care established by and applicable to Money Manager in its actions under this Contract, or negligence in the performance breach of its duty or of its obligations hereunder. Notwithstanding the foregoing, federal and duties 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 that limitation of its agents any rights which Investment Company and/or RIM may have under federal or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business state securities laws of the Trust United States of America or under any other applicable law (other than services or business in connection with Funds Management’s duties as Administrator hereunderincluding ERISA, if applicable), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The TrustMoney Manager shall be liable for losses suffered by the Investment Company, RIM or the Fund as a result of RIM acting on behalf instructions believed by RIM to be from the Money Manager or one of each Fundits affiliates provided, will however, that such losses have not resulted from RIM’s willful misconduct, bad faith or negligence. (c) Money Manager agrees to indemnify Funds Management RIM, its affiliates, the Investment Company and the Fund against and hold it harmless from any and all lossesliability, claimsloss, claim, damages, liabilities, court costs or expenses (including reasonable counsel fees and expensesattorneys’ fees) resulting from which any claim, demand, action, of them may incur or suit relating to the particular Fund and not resulting from suffer as a result of or in connection with Money Manager’s (or its employees’ or agents’) violation of Relevant Law or Money Manager’s willful misfeasance, bad faithfaith or negligence, violation of the standard of care established by and applicable to Money Manager in its actions under this Contract, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason breach of its duty or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fundits obligations hereunder. (cd) Funds Management will XXX agrees to indemnify the Trust Money Manager and its affiliates against and hold it harmless from any and all lossesliability, claimsloss, claim, damages, liabilities, court costs or expenses (including reasonable counsel fees and expensesattorneys’ fees) resulting from any claim, demand, actionwhich the Money Manager or its affiliates may incur or suffer as a result of or in connection with RIM’s (or its employees’ or agents’) violation of this Contract or Relevant Law, or suit against the Trust RIM’s negligence or any Fund that resulted from a failure of Funds Management or willful misfeasance in carrying out its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentduties under this Contract.

Limitation of Liability; Indemnification. (a) Funds Management shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunderduties, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consent.

Limitation of Liability; Indemnification. (a) Funds Management Xxxxx Fargo shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s Xxxxx Fargo's willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds ManagementXxxxx Fargo, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s Xxxxx Fargo's duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management Xxxxx Fargo even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management Xxxxx Fargo against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management Xxxxx Fargo or its agents or sub-administrators in the performance of their obligations and duties hereunderduties, or by reason of its or their reckless disregard thereof. Funds Management Xxxxx Fargo will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s 's prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management Xxxxx Fargo will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management Xxxxx Fargo or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management Xxxxx Fargo or agents of Funds ManagementXxxxx Fargo) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management Xxxxx Fargo will be asked to provide indemnification, except with Funds Management’s Xxxxx Fargo's prior written consent.

Limitation of Liability; Indemnification. (a) Funds Management shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s 's willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s 's duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunderduties, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s 's prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s 's prior written consent.

Limitation of Liability; Indemnification. (a) Funds Management A. TNC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except for a loss resulting from TNC’s willful malfeasance, bad faith or gross negligence in the performance of its duties or reckless disregard of its obligations and duties under this Agreement. Furthermore, TNC shall not be liable for: (i) any action taken or omitted to be taken in accordance with or in reliance upon written or oral instructions, advice, data, documents or information (without investigation or verification) received by TNC from or on behalf of the Trust, or from a representative of any of the Service Providers; or (ii) any action taken or omitted to be taken by the Trust or any past or current Service Provider. TNC may apply to the Trust at any time for instructions and may consult counsel for the Trust, or its own counsel, and with accountants and other experts with respect to any matter arising in connection with its duties hereunder, and TNC shall not be liable or accountable for any action taken or omitted to be taken by it in good faith in accordance with such instruction, or with the opinion of such counsel, accountants, or other experts. B. The Trust agrees to indemnify and hold harmless TNC, its employees, agents, officers, directors, affiliates and nominees (collectively, the “TNC Indemnified Parties”) from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (a “Claim”) which may be asserted against or incurred by any TNC Indemnified Party or for which any TNC Indemnified Party may be held liable arising out of or in any relating to: (i) TNC’s actions or omissions except to the extent a loss resulting Claim resulted from Funds ManagementTNC’s willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder; (ii) TNC’s reliance on, implementation of or that use of its agents (without investigation or sub-administratorsverification) advice, instructions, requests, directions, information, data, records and documents received by TNC from the Trust or any Service Provider, or any representative thereof; (iii) any breach of any of the Trust’s obligations, representations or warranties hereunder; or (iv) any action taken or omitted to be taken by the Trust or any past or current Service Provider. C. The Trust shall, to the fullest extent permitted by applicable law, indemnify the natural person designated as Chief Compliance Officer (“CCO”) to the extent named as a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding, arises or arose by or in the right of the Trust or other entity) by reason of the fact that such person serves or served as Chief Compliance Officer hereunder, against expenses (including, but not limited to, attorneys fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, no indemnification shall be provided if a final unappealable judgment or award establishes that such person engaged in intentional misconduct or a transaction from which such person derived an improper personal benefit. Expenses incurred by the Chief Compliance Officer in defending a threatened, pending or completed civil or criminal action, suit or proceeding (as described above) shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Trust. D. In no event and under no circumstances shall TNC, its affiliates or any of its or their reckless disregard officers, directors, members, agents or employees, be liable to anyone, including, without limitation, the other party, under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, indirect or consequential damages for any act or failure to act under any provision of this Agreement regardless of whether such damages were foreseeable and even if advised of the possibility thereof. The indemnity and defense provisions set forth in this Section shall indefinitely survive the termination and/or assignment of this Agreement. E. Notwithstanding any other provision of this Agreement, TNC’s liabilities under this Agreement, whether under contract law, tort law, warranty or otherwise, shall be limited to direct damages not to exceed the amounts actually received by TNC under this Agreement during the 12 months prior to the date of the action giving rise to the claim. F. Any person, even though also a director, officer, employee, shareholder or agent of TNC, who may be or becomes an officer, directortrustee, employee or agent of Funds Management, shall be deemedthe Trust, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder)Trust, to shall be acting solely for the Trust and not indemnified as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence officer of the Trust or its agents (other than Funds Management or agents of Funds Management) in to the performance of their obligations and duties, or fullest extent permitted by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentlaw.

Limitation of Liability; Indemnification. 6.01 ALPS shall not be responsible for, and the Trust shall indemnify and hold ALPS harmless from and against, any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to: (a) Funds Management all actions taken or omitted to be taken by ALPS pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct; (b) the Trust's lack of good faith, negligence or willful misconduct which arises out of the breach of any covenant, representation or warranty of the Trust hereunder; (c) the good faith reliance on or use by ALPS of written information, records and documents or services which (i) are received or relied upon by ALPS and furnished to it or performed by or on behalf of the Trust, and (ii) have been prepared, maintained and/or performed by the Trust or any other authorized person or firm on behalf of the Trust; and (d) the reliance on, or the carrying out by ALPS of, any instructions or requests of the Trust 6.02 At any time ALPS may apply to any officer of the Trust for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by ALPS under this Agreement, and ALPS and its agents or subcontractors shall not be liable and shall be indemnified by the Trust for any action taken or omitted by it in reliance upon such instructions or upon the written opinion of such counsel (provided such counsel is reasonably satisfactory to the Trust). ALPS shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Trust, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided ALPS by machine readable input, telex, CRT data entry or other similar means authorized by the Trust, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Trust. 6.03 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for any error of judgment or mistake of law or damages to the other for any loss suffered by damages resulting from such failure to perform or otherwise from such causes. 6.04 In order that the indemnification provisions contained in this Article 6 shall apply, upon the assertion of a claim for which the Trust in connection may be required to indemnify ALPS, ALPS shall promptly notify the Trust of such assertion, and shall keep the Trust advised with respect to all developments concerning such claim. The Trust shall have the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s willful misfeasance, bad faith, or negligence option to participate with ALPS in the performance defense of such claim or to defend against said claim in its obligations and duties own name or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance name of their obligations and duties hereunder, or by reason of its or their reckless disregard thereofALPS. Funds Management will not ALPS shall in no case confess any claim or settle or make any compromise in any instance case in which the Trust will may be asked required to provide indemnification, indemnify ALPS except with the Trust’s 's prior written consent. Any amounts payable by . 6.05 ALPS shall at all times act in good faith and agrees to use its best efforts within reasonable limits to insure the Trust accuracy of all services performed under this Subparagraph Agreement, but assumes no responsibility and shall not be satisfied only against the assets of the Fund involved in the claim, demand, action, liable for loss or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or damage due to errors unless said errors are caused by its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasancenegligence, bad faith, or negligence of the Trust willful misconduct or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason that of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentemployees.

Limitation of Liability; Indemnification. (a) Funds Management Money Manager shall not be liable for any error of judgment action taken, omitted or mistake of law suffered to be taken by it in its reasonable judgment, in good faith and believed by it to be authorized or for any loss suffered within the discretion or rights or powers conferred upon it by this Contract, or in accordance with (or in the Trust in connection with the performance of its obligations and duties under this Agreementabsence of) specific directions or instructions from RIM; provided, except a loss resulting however, that such acts or omissions shall not have resulted from Funds ManagementMoney Manager’s willful misfeasance, bad faithfaith or negligence, violation of the standard of care established by and applicable to Money Manager in its actions under this Contract, or negligence in the performance reckless disregard or breach of its duty or of its obligations hereunder. Notwithstanding the foregoing, federal and duties 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 that limitation of its agents any rights which Investment Company and/or RIM may have under federal or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business state securities laws of the Trust United States of America or under any other applicable law (other than services or business in connection with Funds Management’s duties as Administrator hereunderincluding ERISA, if applicable), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The TrustMoney Manager shall be liable for losses suffered by the Investment Company, RIM or the Fund as a result of RIM acting on behalf instructions believed by RIM to be from the Money Manager or one of each Fundits affiliates provided, will however, that such losses have not resulted from RIM’s willful misconduct, bad faith or negligence. (c) Money Manager agrees to indemnify Funds Management RIM, its affiliates, the Investment Company and the Fund against and hold it harmless from any and all lossesliability, claimsloss, claim, damages, liabilities, court costs or expenses (including reasonable counsel fees and expensesattorneys’ fees) resulting from which any claim, demand, action, of them may incur or suit relating to the particular Fund and not resulting from suffer as a result of or in connection with Money Manager’s (or its employees’ or agents’) violation of Relevant Law or Money Manager’s willful misfeasance, bad faithfaith or negligence, violation of the standard of care established by and applicable to Money Manager in its actions under this Contract, or negligence reckless disregard or breach of Funds Management its duty or of its obligations hereunder. Notwithstanding Section 13(a), to the extent that Money Manager is found by a court of competent jurisdiction, the 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 Money Manager or its agents or sub-administrators in corporate affiliates pursuant to this Contract, Money Manager shall indemnify RIM, its affiliates, the performance Investment Company and the Fund, and each of their obligations respective affiliates, officers, directors and duties hereunderemployees (each a “RIM Indemnified Party”) from, or by reason against, for and in respect of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnificationall losses, except with the Trust’s prior written consent. Any amounts payable damages, costs and expenses incurred by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved Money Manager or RIM Indemnified Party with respect to such liability, together with all legal and other expenses reasonably incurred by any such Money Manager or RIM Indemnified Party, in the claim, demand, action, or suit and not against the assets of any other Fundconnection with such liability. (cd) Funds Management will RIM agrees to indemnify the Trust Money Manager and its affiliates against and hold it harmless from any and all lossesliability, claimsloss, claim, damages, liabilities, court costs or expenses (including reasonable counsel fees and expensesattorneys’ fees) resulting from any claim, demand, actionwhich the Money Manager or its affiliates may incur or suffer as a result of or in connection with RIM’s (or its employees’ or agents’) violation of this Contract or Relevant Law, or suit against the Trust RIM’s negligence or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentcarrying out its duties under this Contract.

Limitation of Liability; Indemnification. (a) Funds Management Xxxxx Fargo shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Life & Annuity in connection with the performance of its obligations and duties under this Agreementagreement, except a loss resulting from Funds Management’s Xxxxx Fargo's willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-sub- administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds ManagementXxxxx Fargo, shall be deemed, when rendering services to the Trust Life & Annuity or acting on any business of the Trust Life & Annuity (other than services or business in connection with Funds Management’s Xxxxx Fargo's duties as Administrator hereunder), ) to be acting solely for the Trust Life & Annuity and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management Xxxxx Fargo even though paid by it. (b) The TrustLife & Annuity, on behalf of each Fund, will indemnify Funds Management Xxxxx Fargo against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management Xxxxx Fargo or its agents or sub-administrators in the performance of their such obligations and duties hereunderduties, or by reason of its or their reckless disregard thereof. Funds Management Xxxxx Fargo will not confess any claim or settle or make any compromise in any instance in which the Trust Life & Annuity will be asked to provide indemnification, except with the Trust’s Life & Annuity's prior written consent. Any amounts payable by the Trust Life & Annuity under this Subparagraph Paragraph 5(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consent.

Limitation of Liability; Indemnification. (a) Funds Management Xxxxxxxx shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Life & Annuity in connection with the performance of its obligations and duties under this Agreementagreement, except a loss resulting from Funds Management’s Xxxxxxxx' willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-administratorsduties, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds ManagementXxxxxxxx, shall be deemed, when rendering services to the Trust Life & Annuity or acting on any business of the Trust Life & Annuity (other than services or business in connection with Funds Management’s Xxxxxxxx' duties as Co-Administrator hereunder), ) to be acting solely for the Trust Life & Annuity and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management Xxxxxxxx even though paid by it. Xxxxx Fargo shall not be liable for any error of judgment or mistake of law or for any loss suffered by Life & Annuity in connection with Xxxxxxxx' performance of its obligations and duties under this Agreement, except a loss resulting from Xxxxx Fargo's willful misfeasance, bad faith, or negligence in failing to supervise Xxxxxxxx as required by this Agreement. (b) The TrustLife & Annuity, on behalf of each Fund, will indemnify Funds Management Xxxxxxxx against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators Xxxxxxxx in the performance of their such obligations and duties hereunderduties, or by reason of its or their reckless disregard thereof. Funds Management Xxxxxxxx will not confess any claim or settle or make any compromise in any instance in which the Trust Life & Annuity will be asked to provide indemnification, except with the Trust’s Life & Annuity's prior written consent. Any amounts payable by the Trust Life & Annuity under this Subparagraph Paragraph 5(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consent.

Limitation of Liability; Indemnification. In administering the loan evidenced and secured by the Loan Documents and dealing with the Collateral, the Bank makes no representation and assume no responsibility to the Borrower or any Guarantor, or any other person with respect to: (a) Funds Management shall not the value, marketability, quality, quantity, ownership or condition of any of the Collateral: (b) the validity, collectability of any instrument, certificate, inventory, appraisal, opinion or other document delivered or to be liable for any error delivered to either of judgment or mistake of law or for any loss suffered by the Trust Bank in connection with the performance Loan Documents. Nothing in the Loan Documents will entitle any parties other than the Bank, the Borrower, and the Guarantors to rely thereon and no person will be deemed a third party beneficiary thereof. So long as the Bank acts in good faith in the administration of its obligations the loan evidenced by the Loan Documents and duties under this Agreementthe enforcement of the Loan Documents, except a loss resulting from Funds Management’s willful misfeasance, bad faiththe Bank will incur no liability whatsoever to the Borrower or Guarantors, or any other party and will be responsible only for the gross negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business willful misconduct of the Trust (other than services or business in connection Bank and the Bank’s officers and employees. The Bank will have the right to consult with Funds Managementlegal counsel of Bank’s duties as Administrator hereunder), choice and to be acting solely fully exonerated from liability for any action taken in good faith in accordance with the Trust advice of such legal counsel. Borrower and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, Guarantors will jointly and severally indemnify Funds Management against and hold it the Bank harmless from any and all lossesliability, claimsloss and expense, damagesincluding attorneys’ fees, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators incurred by such parties in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph good faith (a) above; provided that such loss, claim, damage, liability in complying with or expense did not enforcing the terms of this Agreement or the Loan Documents or (b) as a result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim made by any party under the laws of any governmental entity, including, but not limited to any state or settle federal securities or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consenttax laws.

Limitation of Liability; Indemnification. (a) Funds Management The Investment Manager assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms of the Loan Documents made applicable to it pursuant to the terms of this Agreement applicable to it in good faith. The Investment Manager shall not be responsible for any action or inaction of the Company in declining to follow any advice, recommendation, or direction of the Investment Manager. The Investment Manager shall have no liability to the Administrative Agent or the Company’s other creditors, for any act, omission, error of judgment, mistake of law, or for any claim, loss, liability, damage, judgment, settlement, cost or other expense (including attorney’s fees and expenses) arising out of or with respect to any investment, or for any other act or omission in the performance of its obligations to the Company, except for any liability to which it would be subject by reason of willful misfeasance, bad faith, gross negligence in performance, or reckless disregard, of its obligations hereunder. The Investment Manager shall not be liable for any error of judgment consequential, special, punitive, exemplary or mistake of law treble damages or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s willful misfeasance, bad faith, lost profits hereunder or negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by itLoan Documents. (b) The TrustCompany shall reimburse, on behalf of each Fund, will indemnify Funds Management against and hold it harmless the trustees, directors, officers, stockholders, shareholders, agents and employees of the Investment Manager and any of its Affiliates from any and all actual and reasonable out-of-pocket expenses, losses, claims, damages, liabilities, or expenses demands, charges and claims of any nature whatsoever (including reasonable counsel attorneys’ fees and expenses) resulting from ), as are incurred in investigating, preparing, pursuing or defending any claim, demand, action, proceeding or suit relating investigation with respect to the particular Fund and not resulting from willful misfeasance, bad faithany pending or threatened litigation caused by, or negligence arising out of Funds Management or in connection with, any acts or omissions of the Investment Manager, its trustees, directors, officers, stockholders, shareholders, agents or sub-administrators and employees made in good faith and in the performance of their obligations the Investment Manager’s duties under this Agreement or the Loan Documents except to the extent resulting from such person’s bad faith, willful misfeasance, gross negligence or reckless disregard of its duties hereunder or thereunder. The Investment Manager, its trustees, directors, officers, stockholders, shareholders, agents and duties hereunderemployees may consult with counsel and accountants with respect to the affairs of the Company and shall be fully protected and justified, to the extent allowed by law, in acting, or by reason of its failing to act, if such action or their reckless disregard thereof. Funds Management will not confess any claim failure to act is taken or settle or make any compromise made in any instance good faith and is in which the Trust will be asked to provide indemnification, except accordance with the Trust’s prior written consentadvice or opinion of such counsel or accountants. Any amounts payable by Notwithstanding anything contained herein to the Trust contrary, the obligations of the Company under this Subparagraph Section 9(b) shall be satisfied only against payable from the Company’s assets and are subject to the availability of funds and to the Fund involved conditions set forth in the claim, demand, action, or suit and not against the assets of any other FundLoan Agreement. (c) Funds Management will The Investment Manager shall reimburse, indemnify the Trust against and hold it harmless the Company and its directors, officers, managers, members, agents and employees from any and all actual and reasonable out-of-pocket expenses, losses, claims, damages, liabilities, or expenses demands, charges and claims of any nature whatsoever (including reasonable counsel attorneys’ fees and expenses) resulting from ), as are incurred in investigating, preparing, pursuing or defending any claim, demand, action, proceeding or suit against the Trust investigation with respect to any pending or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faiththreatened litigation caused by, or negligence arising out of or in connection with, any acts or omissions of the Trust or its agents (other than Funds Management or agents of Funds Management) Investment Manager in the performance of their obligations and dutiesthe Investment Manager’s duties under this Agreement or the Loan Documents to the extent resulting from the Investment Manager’s bad faith, willful misfeasance, gross negligence or by reason reckless disregard of its duties hereunder or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentthereunder.

Limitation of Liability; Indemnification. (a) Funds Management First Data shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s First Data's willful misfeasance, bad faith, faith or gross negligence in the performance of its such obligations and duties or that of its agents or sub-administratorsduties, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, directorTrustee, partner, employee or agent of Funds ManagementFirst Data, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s First Data' duties as Co-Administrator hereunder), to be acting solely for the Trust and not as an officer, directorDirector, employeepartner, employee or agent or one under the control or discretion of Funds Management First Data even though paid by it. (b) The Trust, on behalf of each FundPortfolio, will indemnify Funds Management First Data against and hold it harmless from any and all losses, claims, damages, liabilities, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, action or suit relating to the particular Fund Portfolios and not resulting from the willful misfeasance, bad faith, faith or gross negligence of Funds Management or its agents or sub-administrators First Data in the performance of their such obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management First Data will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s 's prior written consent. Any amounts payable by the Trust under this Subparagraph Section 5(b) shall be satisfied only against the assets of the Fund Portfolio involved in the claim, demand, action, action or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence investment portfolio of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentTrust.

Limitation of Liability; Indemnification. (a) Funds Management A. CCS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except for a loss resulting from CCS’s willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Furthermore, CCS shall not be liable for (i) any action taken or omitted to be taken in accordance with or in reliance upon written or oral instructions, advice, data, documents or information (without investigation or verification) received by CCS from or on behalf of the Trust or (ii) any action taken or omitted to be taken by the Trust or any past or current Service Provider. CCS may apply to the Board or an officer or authorized representative of the Trust (or their authorized designees) at any time for instructions and may consult counsel for the Trust, or its own counsel, and with accountants and other experts with respect to any matter arising in connection with its duties hereunder, and CCS 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, accountants, or other experts. B. The Trust agrees to indemnify and hold harmless CCS, its employees, agents, officers, members, affiliates and nominees (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (a “Claim”) which may be asserted against or incurred by any Indemnified Party or for which any Indemnified Party may be held liable arising out of, are based on, or in any way relate to (i) CCS’s actions or omissions except to the extent a loss resulting Claim resulted from Funds ManagementCCS’s willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder; (ii) CCS’s reliance on, implementation of or that use of its agents (without investigation or sub-administratorsverification) advice, instructions, requests, directions, information, data, records and documents received by CCS from the Board or any Service Provider or an officer or representative thereof, (iii) any breach of any of the Trust’s obligations, representations or warranties hereunder, or (iv) any action taken or omitted to be taken by the Trust or any past or current Service Provider. C. The Trust shall, to the fullest extent permitted by applicable law, indemnify the natural person designated as Chief Compliance Officer to the extent named as a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the Trust or other entity) by reason of the fact that such person serves or served as Chief Compliance Officer hereunder, against expenses (including, but not limited to, attorneys fees and costs), judgments, fines (including excise taxes assessed on a person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, no indemnification shall be provided if a final unappealable judgment or award establishes that such person engaged in intentional misconduct or a transaction from which such person derived an improper personal benefit. Expenses incurred by the CCO in defending a threatened, pending or completed civil or criminal action, suit or proceeding shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Trust, D. In no event and under no circumstances shall CCS, its affiliates or any of its or their reckless disregard officers, members, agents or employees, be liable to anyone, including, without limitation, the other party, under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, indirect or consequential damages for any act or failure to act under any provision of this Agreement regardless of whether such damages were foreseeable and even if advised of the possibility thereof. The indemnity and defense provisions set forth in this Section shall indefinitely survive the termination and/or assignment of this Agreement. E. Notwithstanding any other provision of this agreement, CCS’s liabilities under this Agreement, whether under contract law, tort law, warranty or otherwise shall be limited to direct damages not to exceed the amounts actually received by CCS under this agreement during the 12 months prior to the date of the action giving rise to the claim. F. Any person, even though also a Trustee, officer, employee, shareholder or agent of CCS, who may be or become an officer, directorTrustee, employee or agent of Funds Managementthe Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties and as Administrator hereunder), to such shall be acting solely for the Trust and not indemnified as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence officer of the Trust or its agents (other than Funds Management or agents of Funds Management) in to the performance of their obligations and duties, or fullest extent permitted by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentlaw.

Limitation of Liability; Indemnification. (a) Funds Management shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, The Trustees shall be deemed, when rendering services entitled to the Trust or acting on any business protection against personal liability for the obligations of the Trust (other than services under Section 3803(b) of the Delaware Act. No Trustee shall be liable to the Trust, its Shareholders, or business in connection with Funds Management’s duties as Administrator hereunder)to any Trustee, to be acting solely for the Trust and not as an officer, director, employee, or agent thereof for any action or one under failure to act (including, without limitation, the control failure to compel in any way any former or discretion acting Trustee to redress any breach of Funds Management even though paid by ittrust) except for his own bad faith, willful misconduct, or gross negligence. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, manager, adviser, sub-adviser, administrator or Principal Underwriter of the Trust. (b) The officers, employees, and agents of the Trust shall be entitled to the protection against personal liability for the obligations of the Trust under Section 3803(c) of the Delaware Act. No officer, employee, or agent of the Trust shall be liable to the Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilitiesits Shareholders, or expenses (including reasonable counsel fees and expenses) resulting from to any claimTrustee, demandofficer, actionemployee, or suit relating agent thereof for any action or failure to act (including, without limitation, the particular Fund and not resulting from willful misfeasance, failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunderwillful misconduct, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fundgross negligence. (c) Funds Management will The Trust shall indemnify each of its Trustees, and officers and persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust against and hold it harmless from has any and all lossesinterest as a shareholder, claims, damages, liabilitiescreditor, or otherwise, and may indemnify any trustee, director or officer of a predecessor organization (each an "Indemnified Person"), against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and expenses including reasonable accountants' and counsel fees and expensesfees) resulting from reasonably incurred in connection with the defense or disposition of any claim, demand, action, suit or suit against other proceeding of any kind and nature whatsoever, whether brought in the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence right of the Trust or its agents (other than Funds Management otherwise, and whether of a civil, criminal or agents of Funds Management) administrative nature, before any court or administrative or legislative body, including any appeal therefrom, in the performance of their obligations and dutieswhich he or she may be involved as a party, potential party, non-party witness or otherwise or with which he may be threatened, while as an Indemnified Person or thereafter, by reason of being or having been such an Indemnified Person, except that no Indemnified Person shall be indemnified pursuant to this section against any liability to the Trust or its Shareholders to which such Indemnified Person would otherwise be subject by reason of bad faith, willful misconduct or their reckless disregard thereofgross negligence (such willful misconduct, bad faith or gross negligence being referred to herein as "Disabling Conduct"). The Expenses, including accountants' and counsel fees so incurred by any such Indemnified Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Trust will or a Series in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not confess any claim authorized under this section and either (i) such Indemnified Person provides security for such undertaking, (ii) the Trust is insured against losses arising by reason of such payment, or settle (iii) a majority of a quorum of disinterested, non-party Trustees, or make any compromise independent legal counsel in any instance in which Funds Management a written opinion, determines, based on a review of readily available facts, that there is reason to believe that such Indemnified Person ultimately will be asked found entitled to provide indemnification. (d) The right of indemnification provided by this section shall not be exclusive of or affect or limit any other rights to which any such Indemnified Person may be entitled from the Trust or otherwise. As used in this section, except with Funds Management’s prior written consent"Indemnified Person" shall include such person's heirs, executors and administrators, and a "disinterested, non-party Trustee" is a Trustee who is neither an Interested Person of the Trust nor a party to the proceeding in question.

Limitation of Liability; Indemnification. (a) Funds Management Xxxxx Fargo shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Stagecoach in connection with the performance of its obligations and duties under this Agreementagreement, except a loss resulting from Funds Management’s Xxxxx Fargo's willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-sub- administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds ManagementXxxxx Fargo, shall be deemed, when rendering services to the Trust Stagecoach or acting on any business of the Trust Stagecoach (other than services or business in connection with Funds Management’s Xxxxx Fargo's duties as Administrator hereunder), ) to be acting solely for the Trust Stagecoach and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management Xxxxx Fargo even though paid by it. (b) The TrustStagecoach, on behalf of each Fund, will indemnify Funds Management Xxxxx Fargo against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management Xxxxx Fargo or its agents or sub-administrators in the performance of their such obligations and duties hereunderduties, or by reason of its or their reckless disregard thereof. Funds Management Xxxxx Fargo will not confess any claim or settle or make any compromise in any instance in which the Trust Stagecoach will be asked to provide indemnification, except with the Trust’s Stagecoach's prior written consent. Any amounts payable by the Trust Stagecoach under this Subparagraph Paragraph 5(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consent.

Limitation of Liability; Indemnification. (a) Funds Management Xxxxx Fargo shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Stagecoach in connection with the performance of its obligations and duties under this Agreementagreement, except a loss resulting from Funds Management’s Xxxxx Fargo's willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds ManagementXxxxx Fargo, shall be deemed, when rendering services to the Trust Stagecoach or acting on any business of the Trust Stagecoach (other than services or business in connection with Funds Management’s Xxxxx Fargo's duties as Administrator hereunder), ) to be acting solely for the Trust Stagecoach and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management Xxxxx Fargo even though paid by it. (b) The TrustStagecoach, on behalf of each Fund, will indemnify Funds Management Xxxxx Fargo against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management Xxxxx Fargo or its agents or sub-administrators in the performance of their such obligations and duties hereunderduties, or by reason of its or their reckless disregard thereof. Funds Management Xxxxx Fargo will not confess any claim or settle or make any compromise in any instance in which the Trust Stagecoach will be asked to provide indemnification, except with the Trust’s Stagecoach's prior written consent. Any amounts payable by the Trust Stagecoach under this Subparagraph Paragraph 5(b) shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consent.

Limitation of Liability; Indemnification. (a) Funds Management Administrator shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Funds in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Trust agrees to indemnify and hold harmless Administrator, except a loss resulting its employees, agents, directors, officers and nominees from Funds Management’s and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to Administrator's actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to Administrator by the Trust, the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of Administrator in cases of its own bad faith, willful misfeasance, bad faith, negligence or negligence in the performance from reckless disregard by it of its obligations and duties duties; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Administrator shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or that in the name of its agents or sub-administrators, or by reason of its or their reckless disregard thereofAdministrator. Any person, even though also an a officer, director, employee employee, or agent of Administrator, who may be or become an officer, Trustee, employee, or agent of the Trust or the Funds Management, shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder)that party, to be rendering such services to or acting solely for the Trust that party and not as an officer, directora partner, employee, or agent or one under the control or discretion direction of Funds Management Administrator even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consent.

Limitation of Liability; Indemnification. (a) Funds Management shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, Trust will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund Trust and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunderduties, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund Trust involved in the claim, demand, action, or suit and not against the assets of any other FundTrust. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consent.

Limitation of Liability; Indemnification. a. Client assumes full responsibility for all transfers made by Bank in good faith in accordance with the terms of this Agreement and agrees that Bank shall be conclusively deemed to have exercised reasonable care and to have acted in good faith if it has followed the procedures required by this Agreement. In no event will Bank be liable for any loss, claim, demands, expenses or damages arising directly or indirectly from Payment Orders executed by Bank in good faith in accordance with the terms of this Agreement. b. Client agrees to indemnify and hold Bank harmless from and against any loss, claim, demands, expenses or damages including without limitation reasonable attorney’s fees and court costs, resulting directly or indirectly from (ai) Funds Management Bank’s compliance with or carrying out of any instructions or requests (including any Payment Order) which identifies Client as originator, whether or not authorized, if such instruction or request is accepted by Bank in good faith and in accordance with the Security Procedures, or (ii) Bank’s refraining from executing a Payment Order after reasonable efforts to verify such Payment Order has failed, or in delaying execution until verification is obtained. Client will not be required to indemnify Bank against damages attributable to Bank’s gross negligence or willful misconduct. c. Subject to the limitations provided in this Section 11 (Limitation of Liability; Indemnification), Bank’s liability, if any, for loss or damage arising from or related to this Agreement or any Payment Order will be limited to (i) actual damages incurred by Client resulting directly from Bank’s willful misconduct or gross negligence, and (ii) interest on any refundable principal amount, for a period not to exceed 20 days or the period of time from the date Bank made payment to the date of refund, whichever is less, in the event Bank executes a Payment Order which is unauthorized, and Client does not otherwise benefit from the transfer of funds. However, Client is not entitled to interest on any amount to be refunded hereunder if Client failed to exercise ordinary care to determine that the order was either unauthorized or erroneous and to notify Bank of the relevant facts in accordance with the terms of Section 6(b) of this Agreement. d. If Bank is notified that a Payment Order executed by Bank did not transfer the full amount stated in Client’s instructions, Bank’s sole responsibility and liability shall be to promptly execute a second order in the amount of the stated deficiency. e. Bank will not be liable for and will be excused from any error failure to carry out, or delay in carrying out, any of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its Bank’s obligations and duties under this Agreement if such failure or delay results from circumstances beyond Bank’s control, including but not limited to acts of God, strikes, and other labor disputes, civil disorder, catastrophes of nature, fire, explosion, natural or man-made floods or any severe weather, war, failure of a communications or computer system, nuclear attack, embargoes, actions or inactions of governmental authorities affecting either Bank or suppliers to Bank or if Bank reasonably believed that action would have violated any law, rule or regulation. Bank agrees to make reasonable efforts to prevent such occurrences from affecting the execution of this Agreement. f. Bank’s sole responsibility under this Agreement is to make a reasonable effort to execute Client’s Payment Orders. Bank will have no responsibility for the acts or omissions of Client, except a loss resulting from Funds Management’s willful misfeasance, bad faithAuthorized Representatives, or negligence in Client’s employees or agents, including but not limited to the performance of its obligations and duties or that of its agents or sub-administratorsamount, accuracy, timeliness, or by reason authorization of its any instructions or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business information in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employeea Payment Order, or agent the acts or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets omissions of any other Fundperson or entity, including but not limited to any clearing house association or processor, any Federal Reserve Bank or any other country’s central bank or any other financial institution, and no such person or entity will be deemed an agent of Bank. g. EXCEPT AS OTHERWISE REQUIRED BY LAW, REGARDLESS OF THE FORM OR NATURE OF ANY CLAIM OR ACTION, CLIENT AGREES THAT IN NO EVENT SHALL BANK BE LIABLE TO CLIENT OR ITS CLIENTS OR AGENTS FOR PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT, WHETHER OR NOT BANK SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING OR PERFORMANCE OF THE SERVICES CONTEMPLATED HEREIN INCLUDING, WITHOUT LIMITATION, ANY ECONOMIC LOSS OR DAMAGE, EXPENSE OR LOSS OF BUSINESS, PROFITS OR REVENUE, GOODWILL AND ANTICPATED SAVINGS, LOSS OF OR CORRUPTION OF CLIENT’S DATA, LOSS OF OPERATION TIME OR LOSS OF CONTRACTS. h. The provisions of this Section 11 (cLimitation of Liability; Indemnification) Funds Management will indemnify and any other limitations of liability or acknowledgment of indemnification under the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund terms of this Agreement shall survive termination of this Agreement. i. Bank shall have no further liability beyond that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care which is set forth in Subparagraph this Section 11 (a) aboveLimitation of Liability; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentIndemnification).

Limitation of Liability; Indemnification. (a) Funds Management a. Any natural person designated as CCO of the Trust shall be considered an officer of the Trust and, in such capacity, will be subject to such exculpation and indemnification provisions afforded to such person pursuant to the Trust’s governing documents. b. For the term of this Agreement, the Trust shall maintain a D&O/E&O policy that includes the natural person designated as CCO of the Trust as a covered party. c. The Trust shall on behalf of each applicable Fund, indemnify and hold Consultant harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising out of or attributable to the Trust’s refusal or failure to comply with the terms of this Agreement, or which arise out of the Trust’s lack of good faith, gross negligence or willful misconduct with respect to the Trust’s performance under or in connection with this Agreement. Consultant shall not be liable for, and shall be entitled to rely upon, and may act upon information, records and reports generated by the Trust, advice of the Trust, or of counsel for the Trust and upon statements of the Trust’s independent accountants, and shall be without liability for any action reasonably taken or omitted pursuant to such records and reports or advice, provided that such action is not, to the knowledge of Consultant, in violation of applicable federal or state laws or regulations, and provided further that such action is taken without gross negligence, bad faith, willful misconduct or reckless disregard of its duties. The Trust shall hold Consultant harmless in regard to any liability incurred by reason of the inaccuracy of such information provided by the Trust or for any action reasonably taken or omitted in good faith reliance on such information. d. Consultant shall not be liable for any error action taken or failure to act in good faith in reliance upon: i. advice of judgment the Trust or mistake of law counsel to the Trust; ii. any written instruction or for certified copy of any loss suffered resolution of the Board, and Consultant may rely upon the genuineness of any such document, copy or facsimile thereof reasonably believed in good faith by Consultant to have been validly executed; or iii. any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Consultant to be genuine and to have been signed or presented by the Trust or other proper party or parties. Consultant shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack of authority of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Consultant reasonably believes in connection with good faith to be genuine. e. Consultant shall not be liable for the performance errors of other Service Providers to the Trust, and errors in information provided by an investment adviser or custodian to the Trust; except or unless any Consultant action or inaction is a direct or proximate cause of the error. f. In the event that Consultant is requested, pursuant to subpoena or other legal process, to provide testimony or produce its obligations and duties documents relating to its engagement under this Agreement, except in judicial or administrative proceedings to which Consult is not a loss resulting from Funds Management’s willful misfeasanceparty, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, Consultant shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for promptly notify the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will shall be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable reimbursed by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claimat standard billing rates for Consultant’s professional time and expenses, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel attorney’s fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents incurred responding to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentrequest.

Limitation of Liability; Indemnification. (a) Funds Management 1. UMBFS shall use reasonable care and act in good faith in providing services under this Agreement, but shall not be liable for any error of judgment loss or mistake of law damage, including counsel fees, resulting from its actions or for any loss suffered by omissions to act or otherwise, in the Trust in connection with the performance absence of its obligations and bad faith, willful misfeasance, gross negligence or reckless disregard of its duties under this Agreement. UMBFS shall not be liable in acting upon any writing or document reasonably believed by it to have been signed or made by an Authorized Person or verbal instructions which the individual receiving the instructions on behalf of UMBFS reasonably believes to have been given by an Authorized Person, except and UMBFS shall not be held to have any notice of any change of authority of any person until receipt of written notice thereof from a loss resulting Fund or such person. 2. The Trust on behalf of the Funds agrees to indemnify and hold harmless UMBFS, its employees, agents, members, officers and nominees from Funds Managementand against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to UMBFS’s willful misfeasance, bad faith, actions taken or negligence in nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reliance on information, records, instructions (oral or written) or requests given or made to UMBFS by the Funds, its obligations and duties officers, directors, agents or representatives; provided that this indemnification shall not apply to actions or omissions of UMBFS in cases of its agents own willful misfeasance or sub-administratorsgross negligence, and further provided that prior to confessing any claim against it which may be the subject of this indemnification, UMBFS shall give the Funds written notice of and reasonable opportunity to defend against said claim in its own name or in the name of UMBFS. The indemnity and defense provisions provided hereunder shall indefinitely survive the termination of this Agreement. 3. UMBFS assumes no responsibility hereunder, and shall not be liable, for any damage, loss of data, errors, delay or any other loss whatsoever caused by events beyond its reasonable control. UMBFS will, however, take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond UMBFS’s control. 4. In no event and under no circumstances shall either party to this Agreement be liable to anyone, including, without limitation to the other party, for consequential or punitive damages for any act or failure to act under any provision of this Agreement even if advised of the possibility thereof. 5. Notwithstanding any of the provisions of this Agreement to the contrary, UMBFS shall be under no duty or obligation under this Agreement to inquire into, and shall not be liable for: (a) The legality of the issue or sale of any Shares, the sufficiency of the amount to be received therefor, or by reason the authority of its or their reckless disregard thereof. Any persona Fund, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to as the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder)case may be, to be acting solely for the Trust and not as an officer, director, employee, request such sale or agent or one under the control or discretion of Funds Management even though paid by it.issuance; (b) The Trustlegality of a transfer of Shares, on behalf or of each a redemption of any Shares, the propriety of the amount to be paid therefor, or the authority of a Fund, will indemnify Funds Management against and hold it harmless from any and all lossesas the case may be, claims, damages, liabilities, to request such transfer or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund.redemption; (c) Funds Management will indemnify The legality of the Trust against and hold it harmless from declaration of any and all losses, claims, damages, liabilitiesdividend by a Fund, or expenses (including reasonable counsel fees and expenses) resulting from the legality of the issue of any claim, demand, actionShares in payment of any stock dividend, or suit against the Trust legality of any recapitalization or any Fund that resulted from a failure readjustment of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentShares.

Limitation of Liability; Indemnification. (a) Funds Management Stephens shall not be liable xxx xxx error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Stephens' willful misfeasancx, xxx xaith or negligence in the performance of such obligations and duties, or by reason of its reckless disregard thereof. (b) BAAI shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s BAAI's willful misfeasance, bad faith, faith or negligence in the performance of its such obligations and duties or that of its agents or sub-administratorsduties, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (bc) The Trust, on behalf of each Fund, will indemnify Funds Management Stephens and/or BAAI against and hold it xxx xxxd each harmless from any and all losses, claims, damages, liabilities, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, action or suit relating to the particular Fund and not resulting from the willful misfeasance, bad faith, faith or negligence of Funds Management or its agents or sub-administrators Stephens and/or BAAI in the performance xxxxxxxxnce of their such obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management Stephens and/or BAAI will not confess nox xxxxxxs any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s 's prior written consent. Any amounts payable by the Trust under this Subparagraph Section 6(c) shall be satisfied only against the assets of the Fund involved in the claim, demand, action, action or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence investment portfolio of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentTrust.

Limitation of Liability; Indemnification. (a) Funds Management Notwithstanding anything in this Article VI or this Redevelopment Contract to the contrary, neither Authority, City, nor their officers, directors, employees, agents or their governing bodies shall have any pecuniary obligation or monetary liability under this Redevelopment Contract. The obligation of the Authority shall be limited solely to the TIF Revenues pledged as security for the Redeveloper’s financing. Specifically, but without limitation, neither City nor Authority shall be liable for any costs, liabilities, actions, demands, or damages for failure of any representations, warranties or obligations hereunder. The Redeveloper releases the Authority and the City from, agrees that the Authority and the City shall not be liable for for, and agrees to indemnify and hold the Authority and the City harmless from any error of judgment or mistake of law or liability for any loss suffered or damage to property or any injury to or death of any persons that may be occasioned by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services any cause whatsoever pertaining to the Trust or acting on any business Project. The Redeveloper will indemnify and hold each of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder)Authority and the City and their directors, to be acting solely for the Trust officers, agents, employees and not as an officer, director, employee, or agent or one under the control or discretion members of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management against their governing bodies free and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, demand, tax, penalty, liability or expense did not result primarily from willful misfeasancedisbursement, bad faithexpense, including litigation expenses, attorneys’ fees and expenses, or negligence court costs arising out of any damage or injury, actual or claimed, of whatsoever kind or character, to property (including loss of use thereof) or persons, occurring or allegedly occurring in, on or about the Trust Project during the term of this Redevelopment Contract or its agents arising out of any action or inaction of Redeveloper, injury, actual or claimed, of whatsoever kind or character, to property (other than Funds Management including loss of use thereof) or agents persons, occurring or allegedly occurring in, on or about the Project during the term of Funds Management) in this Redevelopment Contract or arising out of any action or inaction of Redeveloper, whether or not related to the performance of their obligations and dutiesProject, or by reason of its resulting from or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked way related to provide indemnification, except with Funds Management’s prior written consentthe enforcement of this Redevelopment Contract or any other cause pertaining to the Project.

Limitation of Liability; Indemnification. (a) Funds Management shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from Funds Management’s willful misfeasance, bad faith, or negligence in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) . The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) . Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consent.

Limitation of Liability; Indemnification. (a) Funds Management shall The Manager will not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust Company or the Series in connection with the matters to which this Agreement relates, except for liability resulting from willful misfeasance, bad faith or gross negligence on the part of the Manager in the performance of its duties, or by reason of the Manager's reckless disregard of its obligations and duties under this Agreement. The Company or the Series will indemnify and hold harmless the Manager from and against all liabilities, except a loss resulting from Funds Management’s damages, costs and expenses that the Manager may incur in connection with any action, suit, investigation or proceeding arising out of or otherwise based on any action actually or allegedly taken or omitted to be taken by the Manager with respect to the performance of its duties or obligations hereunder or otherwise as Manager of the Company or the Series; provided, however, that the Manager will not be entitled to indemnification with respect to any liability to the Series, the Company or the Investors by reason of willful misfeasance, bad faith, faith or gross negligence on the part of the Manager in the performance of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their the Manager's reckless disregard thereofof its obligations and duties under this Agreement. (b) No Trustee, officer, employee or agent of the Company or the Series shall be subject to any personal liability whatsoever, in his or her official or individual capacity, to any person, including the Manager, other than the Series, the Company or the Investors, in connection with Company property or the affairs of the Company, save only that arising from his or her bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duty to such person; and all such persons shall look solely to the Company property for satisfaction of claims of any nature against a trustee, officer, employee or agent of the Company arising in connection with the affairs of the Company. The Trust will Moreover, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Series shall be enforceable against the assets and property of the Series only, and not confess against the assets and property of any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentother series of the Company.

Limitation of Liability; Indemnification. (a) Funds Management The Distributor shall not be liable to the Adviser or the Funds for any error action taken or omitted by it in the absence of judgment bad faith, willful misfeasance, gross negligence or mistake reckless disregard by it (or its agents or employees) of law its obligations and duties under this Agreement or the Distribution Agreement. The Adviser shall indemnify and hold harmless the Distributor, its affiliates and each of their 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 and/or the Distribution Agreement, except to the extent that Losses result from the Distributor's bad faith, willful misfeasance, or gross negligence or its reckless disregard of its express obligations and duties hereunder and/or under the Distribution Agreement. The Adviser shall not be liable to the Distributor for any loss suffered action taken or omitted by it in the Trust in connection with the performance 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 their respective employees, agents, directors and officers from and against, any and all Losses arising out of or related to the arrangement contemplated under this Agreement, except a loss resulting to the extent that Losses result from Funds Management’s the Adviser's bad faith, willful misfeasance, bad faith, or gross negligence in the performance or its reckless disregard of its obligations and duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their express obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided that such loss, claim, damage, liability or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereof. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consent.

Limitation of Liability; Indemnification. (a) Funds Management 1. Sunstone shall not be liable for any error of judgment loss or mistake of law damage, including counsel fees, resulting from its actions or for any loss suffered by omissions to act or otherwise, in the Trust in connection with the performance absence of its obligations and bad faith, willful misfeasance, gross negligence or reckless disregard of its duties under this Agreement. Sunstone shall not be liable in acting upon any writing, except document or instructions believed by it to be genuine and to have been signed or made by an Authorized Person or verbal instructions which the individual receiving the instructions on behalf of Sunstone believes to have been given by an Authorized Person, and Sunstone shall not be held to have any notice of any change of authority of any person until receipt of written notice thereof from a loss resulting Fund or such person. 2. The Trust on behalf of the Funds agrees to indemnify and hold harmless Sunstone, its employees, agents, members, officers and nominees from Funds Management’s willful misfeasanceand against any and all claims, bad faithdemands, actions and suits, whether groundless or negligence otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to Sunstone's actions taken or nonactions with respect to the performance of services under this Agreement or based, if applicable, upon reliance on information, records, instructions (oral or written) or requests given or made to Sunstone by the Funds, its obligations and duties or that of its officers, directors, agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, will indemnify Funds Management against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit relating to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) aboverepresentatives; provided that such lossthis indemnification shall not apply to actions or omissions of Sunstone in cases of its own willful misfeasance or gross negligence, claimand further provided that prior to confessing any claim against it which may be the subject of this indemnification, damage, liability Sunstone shall give the Funds written notice of and reasonable opportunity to defend against said claim in its own name or expense did not result primarily from willful misfeasance, bad faith, or negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance name of their obligations and duties, or by reason of its or their reckless disregard thereofSunstone. The Trust will not confess any claim or settle or make any compromise in any instance in which Funds Management will be asked to provide indemnification, except with Funds Management’s prior written consentindemnity and defense provisions provided hereunder shall indefinitely survive the termination of this Agreement.

Limitation of Liability; Indemnification. (a) Funds Management Consultant shall not be liable have no liability to the Company, its shareholders or to any third party for any error losses, liabilities, obligations, fines, injunctions or other costs or expenses of judgment any kind directly or mistake indirectly sustained, or incurred or arising as a result of law the services that are the subject of this Agreement (or any action or inaction of any third party retained by or acting on behalf of Consultant hereunder) or for any loss suffered by the Trust in connection with the performance of its obligations and duties under this Agreementother cause or reason, except a loss resulting as may result from Funds Management’s willful misfeasance, bad faith, Consultant's gross negligence or negligence wilful misconduct in the performance of its obligations and his duties or that of its agents or sub-administrators, or by reason of its or their reckless disregard thereof. Any person, even though also an officer, director, employee or agent of Funds Management, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with Funds Management’s duties as Administrator hereunder), to be acting solely for the Trust and not as an officer, director, employee, or agent or one under the control or discretion of Funds Management even though paid by it. (b) The Trust, on behalf of each Fund, will Company agrees to indemnify Funds Management against and hold it Consultant harmless from and against any and all losses, claims, damages, damages or liabilities, joint or several, to which Consultant may become subject in connection with the services which are the subject of this Agreement, and to reimburse Consultant for any out-of-pocket expenses including reasonable fees and expenses of counsel (including reasonable counsel fees the cost of any investigation and expensespreparation) incurred by Consultant in connection therewith, whether or not resulting from in any claimliability; provided, demandhowever, action, or suit relating that the Company shall not be liable under the foregoing indemnity to the particular Fund and not resulting from willful misfeasance, bad faith, or negligence of Funds Management or its agents or sub-administrators in the performance of their obligations and duties hereunder, or extent that a court having jurisdiction shall have determined by reason of its or their reckless disregard thereof. Funds Management will not confess any claim or settle or make any compromise in any instance in which the Trust will be asked to provide indemnification, except with the Trust’s prior written consent. Any amounts payable by the Trust under this Subparagraph shall be satisfied only against the assets of the Fund involved in the claim, demand, action, or suit and not against the assets of any other Fund. (c) Funds Management will indemnify the Trust against and hold it harmless from any and all losses, claims, damages, liabilities, or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action, or suit against the Trust or any Fund that resulted from a failure of Funds Management or its agents to act in accordance with the standard of care set forth in Subparagraph (a) above; provided final judgment that such loss, claim, damagedamage or liability resulted from the (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 expense did not result primarily from willful misfeasance, bad faith, or gross negligence of the Trust or its agents (other than Funds Management or agents of Funds Management) in the performance of their obligations and duties, or by reason of its or their reckless disregard thereofConsultant. The Trust will 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 7 by any third party, written notice thereof shall be given to the indemnifying party as promptly as practicable; provided that the failure of any indemnified party to give timely notice shall not confess affect rights to indemnification hereunder except to the extent that the indemnifying 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, if the indemnifying party shall (e) In the case of any claim or settle or make legal action directly between the Company and Consultant with regard to any compromise in any instance in which Funds Management will be asked to provide indemnificationmatter covered by the provisions of this Section 7, except with Funds Management’s prior written consentthe non-prevailing party shall pay all reasonable attorney's fees and expenses of the prevailing party incurred solely as a result of such action.