Common use of LIMITATION OF LIABILITY OF ADVISER Clause in Contracts

LIMITATION OF LIABILITY OF ADVISER. You (including your directors, officers, shareholders, employees, control persons and affiliates of any thereof) shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from the reckless disregard by you of your obligations and duties under this Agreement ("disabling conduct"). However, you will not be indemnified for any liability unless (1) a final decision is made on the merits by a court or other body before whom the proceeding was brought that you were not liable by reason of disabling conduct, or (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that you were not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of trustees who are neither "interested persons" of the Trust as defined in the Investment Company Act of 1940 nor parties to the proceeding ("disinterested, non-party trustees"), or (b) an independent legal counsel in a written opinion. The Fund will advance attorneys' fees or other expenses incurred by you in defending a proceeding, upon the undertaking by or on behalf of you to repay the advance unless it is ultimately determined that you are entitled to indemnification, so long as you meet at least one of the following as a condition to the advance: (1) you shall provide a security for your undertaking, (2) the Fund shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested, non-party trustees of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial- type inquiry), that there is reason to believe that you ultimately will be found entitled to indemnification. Any person employed by you who may also be or become an employee of the Trust shall be deemed, when acting within the scope of his employment by the Trust, to be acting in such employment solely for the Trust and not as your employee or agent.

LIMITATION OF LIABILITY OF ADVISER. You (including may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the Act or the rules thereunder, neither you nor your directors, officers, employees, shareholders, employeesmembers, agents, control persons and or affiliates of any thereof) thereof shall not be liable for subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment or judgment, mistake of law law, any act or for omission connected with or arising out of any loss suffered by the Fund in connection with the matters services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except a loss resulting by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement. You agree that you are responsible for any information that you provide to the Trust for inclusion in the prospectus and/or statement of additional information of the Fund. You agree to defend and indemnify the Trust, and its trustees, officers and agents from and against any and all liability, losses, claims and damages arising from any inaccurate or incomplete statement provided by you (or your officers, employees, directors, agents and/or affiliates) for inclusion in the Fund’s prospectus or statement of additional information. You agree to defend and indemnify the Trust, and its trustees, officers and agents from and against any and all liability, losses, claims and damages arising from your willful misfeasance, bad faith or gross negligence on your part or the part of your officers, employees, directors, agents and/or affiliates in the performance of your duties under this Agreement, or from the by reason of reckless disregard by you any of such persons of your obligations and duties under this Agreement ("disabling conduct")Agreement. HoweverAny person, you will not even though also a director, officer, employee, shareholder, member or agent of you, who may be indemnified for any liability unless (1) or become a final decision is made on the merits by a court trustee, officer, employee or other body before whom the proceeding was brought that you were not liable by reason of disabling conduct, or (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that you were not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of trustees who are neither "interested persons" of the Trust as defined in the Investment Company Act of 1940 nor parties to the proceeding ("disinterested, non-party trustees"), or (b) an independent legal counsel in a written opinion. The Fund will advance attorneys' fees or other expenses incurred by you in defending a proceeding, upon the undertaking by or on behalf of you to repay the advance unless it is ultimately determined that you are entitled to indemnification, so long as you meet at least one of the following as a condition to the advance: (1) you shall provide a security for your undertaking, (2) the Fund shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested, non-party trustees agent of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial- type inquiry), that there is reason to believe that you ultimately will be found entitled to indemnification. Any person employed by you who may also be or become an employee of the Trust shall be deemed, when rendering services to the Trust or acting within on any business of the scope of his employment by the TrustTrust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting in such employment solely for the Trust and not as a director, officer, employee, shareholder, member, or agent of you, or one under your employee control or agentdirection, even though paid by you.

LIMITATION OF LIABILITY OF ADVISER. You (including may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the Act or the rules thereunder, neither you nor your directors, officers, employees, shareholders, employeesmembers, agents, control persons and or affiliates of any thereof) thereof shall not be liable for subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment or judgment, mistake of law law, any act or for omission connected with or arising out of any loss suffered by the Fund in connection with the matters services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except a loss resulting by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement. You agree that you are responsible for any information that you provide to the Trust for inclusion in the prospectus and/or statement of additional information of the Fund. You agree to defend and indemnify the Trust, and its trustees, officers and agent from and against any and all liability, losses, claims and damages arising from any inaccurate or incomplete statement provided by you (or your officers, employees, directors, agents and/or affiliates) for inclusion in the Fund’s prospectus or statement of additional information. You agree to defend and indemnify the Trust, and its trustees, officers and agents from and against any and all liability, losses, claims and damages arising from your willful misfeasance, bad faith or gross negligence on your part or the part of your officers, employees, directors, agents and/or affiliates in the performance of your duties under this Agreement, or from the by reason of reckless disregard by you any of such persons of your obligations and duties under this Agreement ("disabling conduct")Agreement. HoweverAny person, you will not even though also a director, officer, employee, shareholder, member or agent of you, who may be indemnified for any liability unless (1) or become a final decision is made on the merits by a court trustee, officer, employee or other body before whom the proceeding was brought that you were not liable by reason of disabling conduct, or (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that you were not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of trustees who are neither "interested persons" of the Trust as defined in the Investment Company Act of 1940 nor parties to the proceeding ("disinterested, non-party trustees"), or (b) an independent legal counsel in a written opinion. The Fund will advance attorneys' fees or other expenses incurred by you in defending a proceeding, upon the undertaking by or on behalf of you to repay the advance unless it is ultimately determined that you are entitled to indemnification, so long as you meet at least one of the following as a condition to the advance: (1) you shall provide a security for your undertaking, (2) the Fund shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested, non-party trustees agent of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial- type inquiry), that there is reason to believe that you ultimately will be found entitled to indemnification. Any person employed by you who may also be or become an employee of the Trust shall be deemed, when rendering services to the Trust or acting within on any business of the scope of his employment by the TrustTrust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting in such employment solely for the Trust and not as a director, officer, employee, shareholder, member, or agent of you, or one under your employee control or agentdirection, even though paid by you.

LIMITATION OF LIABILITY OF ADVISER. You (including may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the Act or the rules thereunder, neither you nor your directors, officers, employees, shareholders, employeesmembers, agents, control persons and or affiliates of any thereof) thereof shall not be liable for subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment or judgment, mistake of law law, any act or for omission connected with or arising out of any loss suffered by the Fund in connection with the matters services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except a loss resulting from by reason of willful misfeasance, bad faith or gross negligence on your the part of any such persons in the performance of your duties under this Agreement, or from the by reason of reckless disregard by you any of such persons of your obligations and duties under this Agreement ("disabling conduct")Agreement. However, you will You shall not be indemnified liable to the Trust for any liability unless action taken or failure to act in good faith reliance upon: (1i) a final decision is information, instructions or requests, whether oral or written, with respect to the Fund made on the merits to you by a court or other body before whom the proceeding was brought that you were not liable by reason of disabling conduct, or (2) in the absence of such a decision, a reasonable determination is made, based upon a review duly authorized officer of the facts, that you were not liable by reason of disabling conduct, by Trust; (aii) the vote advice of a majority counsel to the Trust; and (iii) any written instruction or certified copy of a quorum of trustees who are neither "interested persons" any resolution of the Trust as defined in the Investment Company Act Board. Any person, even though also a director, officer, employee, shareholder, member or agent of 1940 nor parties to the proceeding ("disinterestedyou, non-party trustees")who may be or become a trustee, officer, employee or (b) an independent legal counsel in a written opinion. The Fund will advance attorneys' fees or other expenses incurred by you in defending a proceeding, upon the undertaking by or on behalf of you to repay the advance unless it is ultimately determined that you are entitled to indemnification, so long as you meet at least one of the following as a condition to the advance: (1) you shall provide a security for your undertaking, (2) the Fund shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested, non-party trustees agent of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial- type inquiry), that there is reason to believe that you ultimately will be found entitled to indemnification. Any person employed by you who may also be or become an employee of the Trust shall be deemed, when rendering services to the Trust or acting within on any business of the scope of his employment by the TrustTrust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting in such employment solely for the Trust and not as a director, officer, employee, shareholder, member, or agent of you, or one under your employee control or agentdirection, even though paid by you. You shall not be responsible or liable for any failure or delay in performance of your obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Sub-Advisor’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. The Trust agrees to indemnify, defend and hold you and your Related Persons harmless from and against all losses, claims, damages, liabilities, costs and expenses (collectively, the “Losses”) arising by reason of being or having been the adviser, or in connection with the past or present performance of services to the Trust in accordance with this Agreement, except to the extent that the loss, claim, damage, liability, cost or expense was caused, in whole or in part, by reason of the your willful misfeasance, bad faith, gross negligence or reckless disregard of your duties in the performance of your duties and obligations under this Agreement. These Losses include, but are not limited to, amounts paid in satisfaction of judgments, in settlement, or as fines or penalties, and reasonable counsel fees and expenses, incurred in connection with the defense or disposition of any action, suit, investigation or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative or legislative body, in which you and your Related Persons may be or may have been involved as a party or otherwise, or with which such indemnitee may be or may have been threatened, while in office or thereafter. The Trust shall not be obligated to indemnify you or any of your Related Persons for any settlement unless the settlement is approved in advance by the Trust, which may not be unreasonably withheld. The Trust shall not indemnify or hold harmless any persons seeking indemnification in connection with a proceeding (or part thereof) initiated by you or any Related Person except any proceeding initiated by you or any Related Person for Losses incurred in connection with a prior proceeding not initiated by such person. The Trust shall not indemnify you or any of your Related Persons to the extent you or the applicable Related Person, as the case may be, is reimbursed from the proceeds of insurance or any other source, and in the event the Trust makes any indemnification payments to you or any of your Related Persons and you or the applicable Related Person, as the case may be, is subsequently reimbursed from the proceeds of insurance or any other source, you shall promptly refund such indemnification payments to the Trust to the extent of such reimbursement. Federal and various state securities laws may afford the Trust and/or the Fund certain rights and remedies under certain circumstances, even in the absence of bad faith, willful misconduct, gross negligence or reckless disregard by you or your Related Persons, and nothing contained herein shall in any way constitute a waiver or limitation of any such rights and remedies that the Trust, the Fund or both may have under any such federal or state securities laws.

LIMITATION OF LIABILITY OF ADVISER. You (including your directors, officers, shareholders, employees, control persons and affiliates of any thereof) shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from the reckless disregard by you of your obligations and duties under this Agreement ("disabling conduct"). However, you will not be indemnified for any liability unless (1) a final decision is made on the merits by a court or other body before whom the proceeding was brought that you were not liable by reason of disabling conductconduct or, or (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that you were not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of trustees who are neither "interested persons" of the Trust Fund as defined in the Investment Company Act of 1940 nor parties uarties to the proceeding ("disinterested, non-party trustees"), or (b) an independent legal counsel in a written opinion. The Fund will advance attorneys' fees or other expenses incurred by you in defending a proceeding, upon the undertaking by or on behalf of you to repay the advance unless it is ultimately determined that you are entitled to indemnification, so long as you meet at least one of the following as a condition to the advance: (1) you shall provide a security for your undertaking, (2) the Fund shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested, non-party trustees of the TrustFund, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial- trial-type inquiry), that there is reason to believe that you ultimately will be found entitled to indemnification. Any person employed by you who may also be or become an employee of the Trust Fund shall be deemed, when acting within the scope of his employment by the TrustFund, to be acting in such employment solely for the Trust Fund and not as your employee or agent.

LIMITATION OF LIABILITY OF ADVISER. You (including may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither you nor your directors, officers, employees, shareholders, employeesmembers, agents, control persons and or affiliates of any thereof) thereof shall not be liable for subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment or judgment, mistake of law law, any act or for omission connected with or arising out of any loss suffered by the Fund in connection with the matters services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except a loss resulting by reason of willful misfeasance, bad faith or gross negligence on the part of any such persons in the performance of your duties under this Agreement, or by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement. You agree that you are responsible for any information that you provide to the Trust for inclusion in the prospectus and/or statement of additional information of the Fund. You agree to defend and indemnify the Trust, and its trustees, officers and agents from and against any and all liability, losses, claims and damages arising from any inaccurate or incomplete statement provided by you (or your officers, employees, directors, agents and/or affiliates) for inclusion in the Fund’s prospectus or statement of additional information. You agree to defend and indemnify the Trust, and its trustees, officers and agents from and against any and all liability, losses, claims and damages arising from your willful misfeasance, bad faith or gross negligence on your part or the part of your officers, employees, directors, agents and/or affiliates in the performance of your duties under this Agreement, or from the by reason of reckless disregard by you any of such persons of your obligations and duties under this Agreement ("disabling conduct")Agreement. HoweverAny person, you will not even though also a director, officer, employee, shareholder, member or agent of you, who may be indemnified for any liability unless (1) or become a final decision is made on the merits by a court trustee, officer, employee or other body before whom the proceeding was brought that you were not liable by reason of disabling conduct, or (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that you were not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of trustees who are neither "interested persons" of the Trust as defined in the Investment Company Act of 1940 nor parties to the proceeding ("disinterested, non-party trustees"), or (b) an independent legal counsel in a written opinion. The Fund will advance attorneys' fees or other expenses incurred by you in defending a proceeding, upon the undertaking by or on behalf of you to repay the advance unless it is ultimately determined that you are entitled to indemnification, so long as you meet at least one of the following as a condition to the advance: (1) you shall provide a security for your undertaking, (2) the Fund shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested, non-party trustees agent of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial- type inquiry), that there is reason to believe that you ultimately will be found entitled to indemnification. Any person employed by you who may also be or become an employee of the Trust shall be deemed, when rendering services to the Trust or acting within on any business of the scope of his employment by the TrustTrust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting in such employment solely for the Trust and not as a director, officer, employee, shareholder, member, or agent of you, or one under your employee control or agentdirection, even though paid by you.

LIMITATION OF LIABILITY OF ADVISER. You (including your directors, officers, shareholders, employees, control persons and affiliates of any thereof) shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from the reckless disregard by you of your obligations and duties under this Agreement ("disabling conduct"). However, you will not be indemnified for any liability unless (1) a final decision is made on the merits by a court or other body before whom the proceeding was brought that you were not liable by reason of disabling conduct, or (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that you were not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of trustees who are neither "interested persons" of the Trust as defined in the Investment Company Act of 1940 nor parties to the proceeding ("disinterested, non-party trustees"), or (b) an independent legal counsel in a written opinion. The Fund will advance attorneys' fees or other expenses incurred by you in defending a proceeding, upon the undertaking by or on behalf of you to repay the advance unless it is ultimately determined that you are entitled to indemnification, so long as you meet at least one of the following as a condition to the advance: (1) you shall provide a security for your undertaking, (2) the Fund shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested, non-party trustees of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial- trial-type inquiry), that there is reason to believe that you ultimately will be found entitled to indemnification. Any person employed by you who may also be or become an employee of the Trust shall be deemed, when acting within the scope of his employment by the Trust, to be acting in such employment solely for the Trust and not as your employee or agent.

LIMITATION OF LIABILITY OF ADVISER. You (including may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the Act or the rules thereunder, neither you nor your directors, officers, employees, shareholders, employeesmembers, agents, control persons and or affiliates of any thereof) thereof shall not be liable for subject to any liability for, or any damages, expenses or losses incurred by the Trust in connection with, any error of judgment or judgment, mistake of law law, any act or for omission connected with or arising out of any loss suffered by the Fund in connection with the matters services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except a loss resulting from by reason of willful misfeasance, bad faith or gross negligence on your the part of any such persons in the performance of your duties under this Agreement, or from the by reason of reckless disregard by you any of such persons of your obligations and duties under this Agreement ("disabling conduct")Agreement. HoweverThe Trust may rely on information reasonably believed by the Trust to be accurate and reliable. Except as may otherwise be required by the Act or the rules thereunder, you will not neither the Trust, its directors, officers, shareholders, agents, control persons or affiliates of any thereof shall be indemnified for subject to any liability unless (1) a final decision is made on the merits by a court or other body before whom the proceeding was brought that you were not liable by reason of disabling conductfor, or (2) in the absence of such a decisionany damages, a reasonable determination is made, based upon a review of the facts, that you were not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of trustees who are neither "interested persons" of the Trust as defined in the Investment Company Act of 1940 nor parties to the proceeding ("disinterested, non-party trustees"), expenses or (b) an independent legal counsel in a written opinion. The Fund will advance attorneys' fees or other expenses losses incurred by you in defending a proceedingconnection with, upon the undertaking by any error of judgment, mistake of law, any act or on behalf omission connected with or arising out of you any services rendered under, or payments made pursuant to, this Agreement or any other matter to repay the advance unless it is ultimately determined that you are entitled to indemnificationwhich this Agreement relates, so long as you meet at least one of the following as a condition to the advance: (1) you shall provide a security for your undertaking, (2) the Fund shall be insured against losses arising except by reason of willful misfeasance, bad faith or gross negligence on the part of any lawful advancessuch persons in connection with this Agreement, or (3) by reason of reckless disregard by any of such persons of your obligations and duties under this Agreement. Any person, even though also a majority director, officer, employee, shareholder, member or agent of you, who may be or become a quorum of the disinterestedtrustee, non-party trustees officer, employee or agent of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial- type inquiry), that there is reason to believe that you ultimately will be found entitled to indemnification. Any person employed by you who may also be or become an employee of the Trust shall be deemed, when rendering services to the Trust or acting within on any business of the scope of his employment by the TrustTrust (other than services or business in connection with your duties hereunder), to be rendering such services to or acting in such employment solely for the Trust and not as a director, officer, employee, shareholder, member, or agent of you, or one under your employee control or agentdirection, even though paid by you.

LIMITATION OF LIABILITY OF ADVISER. You (including may rely on information reasonably believed by you to be accurate and reliable. Except as may otherwise be required by the Act or the rules thereunder, neither you nor your directors, officers, employees, shareholders, employeesmembers, agents, control persons and or affiliates of any thereof) thereof shall not be liable for subject to any liability for, or any damages, expenses or losses incurred by the Company in connection with, any error of judgment or judgment, mistake of law law, any act or for omission connected with or arising out of any loss suffered by the Fund in connection with the matters services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except a loss resulting from by reason of willful misfeasance, bad faith or gross negligence on your the part of any such persons in the performance of your duties under this Agreement, or from the by reason of reckless disregard by you any of such persons of your obligations and duties under this Agreement ("disabling conduct")Agreement. HoweverThe Company may rely on information reasonably believed by the Company to be accurate and reliable. Except as may otherwise be required by the Act or the rules thereunder, you will not neither the Company, its directors, officers, shareholders, agents, control persons or affiliates of any thereof shall be indemnified for subject to any liability unless (1) a final decision is made on the merits by a court or other body before whom the proceeding was brought that you were not liable by reason of disabling conductfor, or (2) in the absence of such a decisionany damages, a reasonable determination is made, based upon a review of the facts, that you were not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of trustees who are neither "interested persons" of the Trust as defined in the Investment Company Act of 1940 nor parties to the proceeding ("disinterested, non-party trustees"), expenses or (b) an independent legal counsel in a written opinion. The Fund will advance attorneys' fees or other expenses losses incurred by you in defending a proceedingconnection with, upon the undertaking by any error of judgment, mistake of law, any act or on behalf omission connected with or arising out of you any services rendered under, or payments made pursuant to, this Agreement or any other matter to repay the advance unless it is ultimately determined that you are entitled to indemnificationwhich this Agreement relates, so long as you meet at least one of the following as a condition to the advance: (1) you shall provide a security for your undertaking, (2) the Fund shall be insured against losses arising except by reason of willful misfeasance, bad faith or gross negligence on the part of any lawful advancessuch persons in connection with this Agreement, or (3) a majority by reason of a quorum reckless disregard by any of the disinterested, non-party trustees such persons of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial- type inquiry), that there is reason to believe that you ultimately will be found entitled to indemnificationyour obligations and duties under this Agreement. Any person employed by you person, even though also a director, officer, employee, shareholder, member or agent of you, who may also be or become an a director, officer, employee or agent of the Trust Company, shall be deemed, when rendering services to the Company or acting within on any business of the scope of his employment by the TrustCompany (other than services or business in connection with your duties hereunder), to be rendering such services to or acting in such employment solely for the Trust Company and not as a director, officer, employee, shareholder, member, or agent of you, or one under your employee control or agentdirection, even though paid by you.

LIMITATION OF LIABILITY OF ADVISER. You (including your directors, officers, shareholders, employees, control persons and affiliates of any thereof) shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund Trust in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from the reckless disregard by you of your obligations and duties under this Agreement ("disabling conduct"). However, you will not be indemnified for any liability unless (1) a final decision is made on the merits by a court or other body before whom the proceeding was brought that you were not liable by reason of disabling conduct, or (2) in the absence of such a decision, a reasonable determination is made, based upon a review of the facts, that you were not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of trustees who are neither "interested persons" of the Trust as defined in the Investment Company Act of 1940 nor parties to the proceeding ("disinterested, non-party trustees"), or (b) an independent legal counsel in a written opinion. The Fund Trust will advance attorneys' fees or other expenses incurred by you in defending a proceeding, upon the undertaking by or on behalf of you to repay the advance unless it is ultimately determined that you are entitled to indemnification, so long as you meet at least one of the following as a condition to the advance: (1) you shall provide a security for your undertaking, (2) the Fund Trust shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested, non-party trustees of the Trust, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial- trial-type inquiry), that there is reason to believe that you ultimately will be found entitled to indemnification. Any person employed by you who may also be or become an employee of the Trust shall be deemed, when acting within the scope of his employment by the Trust, to be acting in such employment solely for the Trust and not as your employee or agent.