Common use of Limitations on Liability Indemnification Clause in Contracts

Limitations on Liability Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to a Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will indemnify and hold harmless the Trust, the Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a Fund or the Sub-Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. D. No party will be liable to another party for consequential damages under any provision of this Agreement.

Limitations on Liability Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to a Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will indemnify and hold harmless the Trust, the Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a Fund or the Sub-Sub- Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement, including any claims of infringement or misappropriation of the intellectual property rights of a third party against Sub-Adviser arising out of or based on the use by the Sub-Adviser of the WisdomTree indexes that serve as the basis of any Fund (each, a “WisdomTree Index”) in connection with the performance of its duties hereunder; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein, or (iv) any use by Sub-Adviser of the WisdomTree Indexes not in connection with the performance of its duties hereunder. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. D. No party will be liable to another party for indirect, punitive and/or consequential damages under any provision of this Agreement.

Limitations on Liability Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to a Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will indemnify and hold harmless the Trust, the Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Sub- Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales sale literature, or other materials pertaining to a Fund or the Sub-Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein, or (iv) any lawsuit involving the Sub-Adviser or its Affiliates. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Sub- Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. D. No party will be liable to another party for consequential damages under any provision of this Agreement.

Limitations on Liability Indemnification. A. Except as may otherwise be provided by the Investment Company Act or (a) Notwithstanding any other federal securities provision of this Agreement, whether express or implied, to the fullest extent permitted by law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) will no Covered Person shall be liable to OCG for any losses, claims, demands, damages, liabilities (joint or litigation several), expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other expenses) incurred or suffered by the Adviser or the Trust amounts arising as a result of any error act or omission (in relation to OCG, this Agreement, OCG’s business, any related document or any transaction contemplated hereby or thereby) of judgment by the Sub-Adviser a Covered Person, or its Affiliates with respect to a Fundfor any breach of contract (including breach of this Agreement) or any breach of duties (including breach of fiduciary duties) whether arising hereunder, except that nothing at law, in this Agreement will operate equity or purport to operate in any way to exculpateotherwise, waive or limit the liability of the Sub-Adviser or its Affiliates forunless, and solely to the Sub-Adviser will indemnify and hold harmless the Trustextent that, the Advisermatter in question was a result of such Covered Person’s Disabling Conduct. The Service Provider shall not be liable to OCG for any action taken by any OCG Agents and Advisors. (b) The Covered Persons shall be indemnified by OCG, its officersto the fullest extent permitted by law, employees, consultants from and against all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) expenses and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal judgments, fines, penalties, interest, amounts paid in settlement with the approval of OCG and other expensescounsel fees and disbursements) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on from (ix) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its their respective duties or obligations hereunderin connection with their respective service to OCG, to any subsidiary of OCG or pursuant to this Agreement or (iiiy) or in connection with any untrue statement investment made or held by OCG or any of a material fact contained its subsidiaries, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding, whether by or in the Prospectus right of OCG, to which any such Covered Person may hereafter be made party by reason of being or SAIhaving been a Covered Person; provided, proxy materials, reports, advertisements, sales literature, or other materials pertaining that a Covered Person shall not be entitled to indemnification hereunder against claims and expenses that are finally determined by a Fund or the Sub-Adviser or the omission court of competent jurisdiction to state therein a material fact concerning a Fund or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if have resulted from such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use thereinCovered Person’s Disabling Conduct. B. Except as may otherwise be provided (c) To the fullest extent permitted by the Investment Company Act or any other federal securities applicable law, OCG shall, and shall cause its controlled Affiliates to, pay the Adviser will indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation expenses (including reasonable legal fees and other expensesexpenses and costs of investigation) to which incurred by a Covered Person in defending any claim, demand, action, suit or proceeding contemplated in this SECTION 10 as such expenses are incurred by such Covered Person and in advance of the Sub-Adviser Indemnitees may become subject under final disposition of such matter, provided that such Covered Person undertakes to repay such expenses if it is determined by agreement between such Covered Person and OCG or, in the 1933 Actabsence of such an agreement, by a final judgment of a court of competent jurisdiction that such Covered Person is not entitled to be indemnified pursuant to this SECTION 10. (d) Notwithstanding anything in this Agreement to the Investment Company Actcontrary, OCG shall not be liable to any Covered Person, and the Advisers ActService Provider and the other Indemnified Parties shall not be liable to OCG, for punitive, special, exemplary or under any other statuteconsequential damages, at common law including damages for loss of profits, loss of use or otherwiserevenue or losses by reason of cost of capital, arising out of or relating to this Agreement or the transactions contemplated hereby, regardless of whether based on this Agreementcontract, tort (including negligence), strict liability, violation of any applicable deceptive trade practices act or similar law or any other legal or equitable principle, and the Service Provider and OCG hereby release each other from liability for any such damages; provided provided, however, that the Adviser will foregoing shall not indemnify apply to any such damages that the Service Provider or hold harmless any other Covered Person is required to pay to a third party and that otherwise would have been within the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence scope of the Sub-Adviser indemnification provided in the performance of any of its duties or obligations hereunder, or (iiiSECTION 10(b) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use thereinabove. C. A party seeking indemnification hereunder (the “Indemnified Party”e) will (i) provide prompt notice to the other The provisions of this SECTION 10 shall survive any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. D. No party will be liable to another party for consequential damages under any provision termination of this Agreement. (f) The indemnification provisions of this SECTION 10 are in addition to, and shall not limit, the indemnification rights of any Covered Person pursuant to any other agreement, undertaking or applicable law in favor of such Covered Person, on the one hand, and OCG, the Service Provider or any of their respective Affiliates, on the other hand.

Limitations on Liability Indemnification. A. Except as may otherwise be provided (a) To the fullest extent permitted by the Investment Company Act or any other federal securities law, neither the Sub-Adviser Manager nor any of its Affiliates, nor the officers, directors, employees, partners, stockholders, members or employees (its “Affiliates”) will agents of any of the foregoing, shall be liable to any member of the Blackstone Group for any losses, claims, damages, losses sustained or liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Trust as a result of any error of judgment act or omission taken or not taken by the Sub-Adviser Manager or any such other person in performing or otherwise relating to the Services (including any liability for any acts or omissions of its Affiliates with respect Affiliates) to a Fund, except that nothing in this Agreement will operate the extent (i) the act or purport failure to operate in any way to exculpate, waive or limit the liability act of the Sub-Adviser Manager or its Affiliates forsuch other person was in good faith and in a manner such person believed to be in, or not contrary to, the best interests of the Blackstone Group, and (ii) the Sub-Adviser will conduct of the Manager or such other person did not constitute Malfeasance. The Manager shall not be liable to any member of the Blackstone Group for any action taken by any third party provider to the Blackstone Group, provided the Manager has selected and monitored such third party provider as provided in Section 6. (b) To the fullest extent permitted by law, each Service Entity, severally and not jointly, hereby agrees to indemnify and hold harmless the TrustManager and each of its Affiliates (and all directors, the Adviserofficers, its officerspartners, employees, consultants stockholders, members and all affiliated persons thereof agents (within to the meaning of Section 2(a)(3extent agreed by the Manager) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)foregoing) (collectivelyeach, an “Adviser IndemniteesIndemnified Party”) to the fullest extent permitted by law from and against any and all losses, claims, demands, costs, damages, liabilities or litigation liabilities, reasonable expenses of any nature (including reasonable legal costs of investigation and reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Actamounts, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties nature whatsoever, known or obligations hereunderunknown, liquidated or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a Fund or the Sub-Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) unliquidated (collectively, “Sub-Adviser IndemniteesLiabilities”) against arising from any and all losses, claims, damagesdemands, liabilities actions, suits or litigation (including reasonable legal and other expenses) to proceedings, whether civil, criminal, administrative or investigative, in which any of the Sub-Adviser Indemnitees Indemnified Party may become subject under the 1933 Act, the Investment Company Act, the Advisers Actbe involved, or under any other statute, at common law threatened to be involved as a party or otherwise, arising out relating to the Services or the performance or nonperformance of any act concerning the activities of the Manager hereunder (each, an “Action”), except to the extent the act or based on this Agreement; provided however, failure to act of the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on Indemnified Party (i) any breach by was not in good faith or not in a manner such Indemnified Party believed to be in, or not contrary to, the Sub-Adviser best interests of its representations the Blackstone Group or warranties made herein, the Service Entities or (ii) constituted Malfeasance; and provided, further, that that no Indemnified Party shall be entitled to indemnification with respect to any willful misconduct, bad faith, reckless disregard claim or negligence dispute between the Parties (or their Affiliates) relating to a breach by such Indemnified Party of this Agreement (excluding any breach of the Sub-Adviser in standard of care for performing the performance Services which does not constitute Malfeasance), or for any breach of any confidentiality obligation to a third party that is not at the express direction of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Blackstone or the Sub-AdviserService Entities. The termination of an action, suit or proceeding by judgment, order, settlement or upon a plea of nolo contendere or its equivalent shall not, in and of itself, create a presumption or otherwise constitute evidence that the omission Indemnified Party is not entitled to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereofhereunder. The Indemnified Party will give Blackstone and the applicable Service Entities prompt notice of any Action, setting forth therein in reasonable detail the basis for such Action (and will provide Blackstone such information with respect thereto that Blackstone and the applicable Service Entities may reasonably request), and the applicable Service Entities shall have the right at its own expense to undertake the defense of any Action brought by a third party by counsel chosen by it and reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party will reasonably cooperate with the applicable Service Entities in defending such Action. If a Service Entity undertakes such defense in respect of such third party Action, the Indemnified Party shall have the right to participate in the defense of thereof and to employ counsel, at its own expense, separate from the counsel employed by such Service Entity, it being understood that such Service Entity shall control such defense and any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent Action. (c) If a Service Entity shall have assumed the defense of the other party. The third party providing the indemnification will Action, such Service Entity shall not consent to the entry of judgment, admit any judgment liability with respect to, or enter settle, compromise or discharge, such third party Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld) unless: (x) there is no finding or admission of any settlement which (i) does not include, as an unconditional term, violation of applicable law or any violation of the release by the claimant rights of all liabilities for Claims any person and no effect on any other claims that may be made against the Indemnified Party or any of its Affiliates; (y) there is no imposition of a consent order, decree or injunction that would restrict the future activity of the Indemnified Party or its Affiliates; and (z) the sole relief provided is monetary damages that are concurrently paid in full by the indemnifying party and a full and complete release is provided to the Indemnified Party and its Affiliates. (d) Subject to the provisions of Section 13(b), expenses incurred by an Indemnified Party in defending any Action for which indemnification is expressly granted pursuant to Section 13 shall be advanced by the appropriate Service Entities prior to any judgment or settlement of such Action (but not during any appeal therefrom) entered by any court of competent jurisdiction which includes a finding that such Indemnified Party’s conduct constituted Malfeasance or was otherwise not entitled to indemnification hereunder in respect thereof, but only if prior to making an advance such Service Entities have received a written commitment by or on behalf of the Indemnified Party to repay such advances to the extent that, and at such time as, it has been determined by a final, non-appealable judgment or settlement entered by any court of competent jurisdiction that (a) the act or failure to act of the Indemnified Party was not in good faith or not in a manner it believed to be in, or not contrary to, the best interests of Blackstone and the Service Entities, or (b) the Indemnified Party’s conduct constituted Malfeasance. (e) Notwithstanding anything in this Agreement to the contrary, the Service Entities shall not be liable to any Indemnified Party, and the Manager and the other Indemnified Parties shall not be liable to the Service Entities, for punitive, special, exemplary or consequential damages, including damages for loss of profits, loss of use or revenue or losses by reason of cost of capital, arising out of or relating to this Agreement or the transactions contemplated hereby, regardless of whether based on contract, tort (including negligence), strict liability, violation of any applicable deceptive trade practices act or similar law or any other legal or equitable principle, and the Manager and the Service Entities hereby release each other from liability for any such damages; provided, however, that the foregoing shall not apply to any such damages that the Manager or any other Indemnified Party is required to pay to a third party and that otherwise would have been within the scope of the indemnification provided in Section 13(b) above. (f) If there is a reasonable probability that an Action brought by a third party may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the absolute right, at its own cost and expense, to defend, compromise or settle such Action; provided, however, that if such Action is settled without the appropriate Service Entities’ consent (not to be unreasonably withheld), the Indemnified Party shall be deemed to have waived all rights hereunder against the Service Entities for Liabilities arising out of such Action. (g) In the event that any employee of the Manager engages in Malfeasance, the Manager shall, promptly upon the Manager having knowledge of such Malfeasance, (i) notify Blackstone and the Service Entities, (ii) which otherwise adversely affects take appropriate action to discipline and, if requested by Blackstone or the rights Service Entities and permissible in accordance with applicable law, immediately terminate such employee’s provision of the Indemnified Party. D. No party will Services to the Service Entities; provided, however, that, such employee shall forfeit any Additional Incentive Interests and/or Vested Incentive Interests (whether vested or unvested) granted to such employee and (iii) if any Manager Control Party knowingly permits or knowingly condones such employee’s Malfeasance, indemnify and reimburse the appropriate Service Entities in full in cash for any liabilities, costs, expenses or losses incurred as a result of such Malfeasance, including any costs incurred in the termination of employment and/or discipline of such employee or personnel. For the avoidance of doubt, any amount payable pursuant to Section 13(g)(iii) shall be liable the sole responsibility of the Manager and shall not be charged to, or otherwise subject to another party for consequential damages under reimbursement from, any provision Service Entity. Notwithstanding anything to the contrary contained herein, if a claim of Malfeasance with respect to an employee of the Manager is not asserted by Blackstone or a Service Entity by the earlier of (x) the 60th day following the termination of such employee, or (y) the 60th day following the termination of this Agreement, then, notwithstanding anything to the contrary in the Equity Plans, such alleged Malfeasance shall not result in the forfeiture of the Additional Incentive Interests; provided, however, that if such alleged Malfeasance is a result of the actions described in part (i)(A), (ii)(A) or (ii)(C)(x) of the definition of Malfeasance, such 60-day period described in (x) and (y) of this sentence shall be extended to the second anniversary of the applicable termination. (h) The provisions of this Section 13 shall survive any termination of this Agreement for six (6) years. (i) The obligations of the Service Entities under this Section 13 are several and not joint. For the avoidance of doubt, no member of the Blackstone Group, other than the Service Entities, shall have any liability to any person pursuant to this Section 13.

Limitations on Liability Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to a Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will indemnify and hold harmless the Trust, the Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, including, for the avoidance of doubt, any conduct or omission by the Sub-Adviser that results in a Fund’s or the Adviser’s violation of applicable Chinese law and regulations, (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a Fund or the Sub-Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein, or (iv) any lawsuit involving the Sub-Adviser or its Affiliates. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. D. No party will be liable to another party for consequential damages under any provision of this Agreement.

Limitations on Liability Indemnification. A. Except Sub-Adviser. Sub-Adviser will exercise its best judgment in rendering its services to the Trust, and the Trust agrees, as an inducement to Sub-Adviser's undertaking to do so that, except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “"Affiliates”") will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser Manager or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to a Fundthe Funds, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Trust, the AdviserManager, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“"1933 Act”")) (collectively, “Adviser "Manager Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus or and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a Fund or the Sub-Adviser Funds or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished directly or indirectly to the Adviser Manager or the Trust, or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise . The assets of the Funds will be provided maintained in the custody of a custodian (who shall be identified by the Investment Company Act or any other federal securities law, the Manager in writing). Sub-Adviser will indemnify not have custody of any securities, cash or other assets of the Funds and hold harmless will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reliance on instructions of Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. D. No party will be liable to another party for consequential damages under any provision of this Agreement.

Limitations on Liability Indemnification. A. Except Sub-Adviser. Sub-Adviser will exercise its best judgment in rendering its services to the Trust, and the Trust agrees, as an inducement to Sub-Adviser's undertaking to do so that, except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “"Affiliates”") will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser Manager or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to a the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Trust, the AdviserManager, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“"1933 Act”")) (collectively, “Adviser "Manager Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus or and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a the Fund or the Sub-Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished directly or indirectly to the Adviser Manager or the Trust, or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise . The assets of the Fund will be provided maintained in the custody of a custodian (who shall be identified by the Investment Company Act or any other federal securities law, the Manager in writing). Sub-Adviser will indemnify not have custody of any securities, cash or other assets of the Fund and hold harmless will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reliance on instructions of Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. D. No party will be liable to another party for consequential damages under any provision of this Agreement.

Limitations on Liability Indemnification. A. Except as may otherwise be provided by set forth in Section 7.8B, no Member or Affiliate of a Member shall have any liability to the Investment Company Act or to any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) will be liable Member for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or loss suffered by the Adviser Company which arises out of any action or inaction of such Member or such Affiliate if such Member or Affiliate, in good faith, determined that such course of conduct was in the Trust best interest of the Company and such course of conduct did not constitute gross negligence or willful misconduct of such Member or such Affiliate. To the full extent permitted by law, each Managing Member and its Affiliates shall be indemnified by the Company from and against any Adverse Consequences sustained by it in connection with the Company, provided that the same were not the result of gross negligence or willful misconduct on the part of such Managing Member or such Affiliate and were the result of a course of conduct which such Managing Member or Affiliate, in good faith, determined was in the best interest of the Company. Any indemnity under this Section 7.7 shall be provided out of and to the extent of Company assets only, and no Member shall have any personal liability on account thereof. B. Notwithstanding the provisions of Section 7.7A, no Managing Member, no Person acting as a result of broker-dealer, nor any error of judgment by the Sub-Adviser Affiliate thereof shall be indemnified for any Adverse Consequences arising from or its Affiliates with respect to a Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will indemnify and hold harmless the Trust, the Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of an alleged violation of federal or based on state securities laws unless (i) any breach by there has been a successful adjudication on the Sub-Adviser merits of its representations each count involving alleged securities law violations as to the particular indemnitee and the court approves indemnification of litigation costs, or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Sub-Adviser in particular indemnitee and the performance court approves indemnification of any of its duties or obligations hereunderlitigation costs, or (iii) any untrue statement a court of competent jurisdiction approves a material fact contained in settlement of the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to claims against a Fund or particular indemnitee and finds that indemnification of the Sub-Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known to the Sub-Adviser which was required to settlement and related costs should be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use thereinmade. B. Except C. The Company shall not incur the costs of that portion of any insurance, other than public liability insurance, which insures any party against any liability as may otherwise be provided by to which such party is herein prohibited from being indemnified. Nothing in this Section 7.7, however, shall restrict the Investment Company Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) right of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) indemnify unaffiliated parties who will be performing services on behalf of the Company, including but not limited to consultants, engineers and experts, pursuant to any breach contract entered into by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence Managing Member on behalf of the Sub-Adviser Company in order to carry out the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control objectives of the defense and /or settlement of the Claim to the other partyCompany, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights apply Company funds, including, without limitation, proceeds of public liability insurance in favor of the Indemnified PartyCompany, to cover damage to property or personal injuries to unaffiliated parties. D. No party will be liable to another party for consequential damages under any provision of this Agreement.

Limitations on Liability Indemnification. A. Except Primary Sub-Adviser. Primary Sub-Adviser will exercise its best judgment in rendering its services to the Trust, and the Trust agrees, as an inducement to Primary Sub-Adviser's undertaking to do so that, except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Primary Sub-Adviser nor any of its officers, members or employees (its “"Affiliates”") will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser Manager or the Trust as a result of any error of judgment or mistake of law by the Primary Sub-Adviser or its Affiliates with respect to a the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Primary Sub-Adviser or its Affiliates forAffiliates, and the Primary Sub-Adviser will shall indemnify and hold harmless the Trust, the AdviserManager, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“"1933 Act”")) (collectively, “Adviser "Manager Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Primary Sub-Adviser in the performance of any of its duties or obligations hereunder, hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus or and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a the Fund or the Sub-Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known to the Primary Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust, or the omission of such information, Trust by the Primary Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise . The assets of each Fund will be provided maintained in the custody of a custodian (who shall be identified by the Investment Company Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described Manager in Section 15 of the 1933 Act) (collectively, “writing). Primary Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement custody of any Claim without the written consent securities, cash or other assets of any Fund and will not be liable for any loss resulting from any act or omission of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. D. No party will be liable to another party for consequential damages under any provision of this Agreement.custodian..

Limitations on Liability Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to a Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will indemnify and hold harmless the Trust, the Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a Fund or the Sub-Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Sub- Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement, including any claims of infringement or misappropriation of the intellectual property rights of a third party against Sub-Adviser arising out of or based on the use by the Sub-Adviser of the WisdomTree indexes that serve as the basis of any Fund (each, a “WisdomTree Index”) in connection with the performance of its duties hereunder; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein, or (iv) any use by Sub-Adviser of the WisdomTree Indexes not in connection with the performance of its duties hereunder. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. D. No party will be liable to another party for indirect, punitive and/or consequential damages under any provision of this Agreement.

Limitations on Liability Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to a Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will indemnify and hold harmless the Trust, the Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a Fund or the Sub-Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein, or (iv) any lawsuit involving the Sub-Adviser or its Affiliates. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. D. No party will be liable to another party for consequential damages under any provision of this Agreement.

Limitations on Liability Indemnification. A. In addition to limitations and indemnifications set forth above: (a) Except as may otherwise provided in these Conditions of Sale or by applicable law, Seller’s warranty shall be provided by its most recent published limited warranty, see attached; in addition to the Investment Company Act or terms outlined in the attached, published limited warranty, the following limitations in this Section 12 apply; (b) Notwithstanding any other federal securities lawprovisions of these Conditions of Sale to the contrary, neither Seller shall not be liable to Buyer for any indirect, consequential or punitive loss, damage, cost or expense of any nature (even if advised of the Sub-Adviser nor possibility of such loss, damage, cost or expense), including, without limitation, any economic loss or damage, any expense, and any loss of its officersbusiness, members profits or employees revenue, goodwill, anticipated savings, operation time or contracts. (its “Affiliates”c) will With respect to any goods manufactured in accordance with Buyer’s specifications, Buyer shall indemnify Seller against any damages, losses, liabilities, costs, or other expenses, including attorneys’ fees, that Seller may incur, including without limitation any amounts that Seller may pay or owe to any third party that has manufactured such goods, which arise from or relate to any claim that the goods infringe any patent, copyright, trademark, trade secret rights or other intellectual property right of any third party. (d) All goods are supplied in accordance with the normal industry standards applicable to them, and Seller shall not be liable to Buyer for the condition or quality of goods which comply with these standards. (e) Buyer expressly acknowledges and agrees that (i) Seller is not liable for any lossesadvice given by Seller’s agents or employees regarding the suitability for any purpose of goods supplied by Seller, claims, damages, liabilities or litigation and (including legal ii) Buyer bears full and other expenses) incurred or suffered by sole responsibility for the Adviser or the Trust as a result selection of any error of judgment goods to be supplied and any services to be performed by the Sub-Adviser or its Affiliates with respect Seller to a Fund, except achieve Buyer’s purposes. (f) Buyer expressly acknowledges and agrees that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will indemnify and hold harmless the Trust, the Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by certain water conditions, atmospheric conditions, soil conditions and other environs and conditions exist that are aggressive, corrosive and / or otherwise damaging to certain materials commonly used in the Sub-Adviser of its representations plumbing industry, including but not limited to copper and brass, and can often lead to liability or warranties made hereinpotential liability, that (ii) any willful misconductthe Seller cannot know or control the end use, bad faithlocation or liabilities related to the installation design or environ for the products its sells regardless of whether or not the Seller’s products are offered and sold in or around said environs, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or that (iii) it is the Buyer’s responsibility to know the conditions, specifications, common use and installation practices and liabilities into and around which the Seller’s products will be installed, and that (iv) the Seller is not responsible for any untrue statement of a material fact contained in the Prospectus liability or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a Fund or the Sub-Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission potential liability that arises out of such information, by the Sub-Adviser Indemnitees (as defined below) for use thereininstallations. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser will indemnify (g) Buyer expressly acknowledges and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on agrees that (i) any breach by certain States, municipalities or other legal jurisdictions exist that govern the Sub-Adviser acceptability of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser certain materials commonly used in the performance plumbing industry and related industries, including but not limited to said jurisdictions governance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. D. No party will be liable to another party for consequential damages under any provision of this Agreement.products containing lead,

Limitations on Liability Indemnification. A. Except as may otherwise be provided by 7.1. Neither the Investment Management Company Act nor any Affiliate of the Management Company to whom duties of the Management Company are subcontracted pursuant to this Agreement nor any agent, contractor, vendor, member, partner, manager, director, officer, employee of the Management Company or any such Affiliate or any other federal securities law, neither person who serves at the Sub-Adviser nor request of any of its officersthe foregoing in connection with this Agreement (each severally, members an "Exculpated Person") shall be liable, responsible or employees (its “Affiliates”) will be liable accountable in damages or otherwise to the Companies for any losses, claimsdamages, liabilities, demands or expenses suffered by the Companies or any of their Subsidiaries for mistakes of judgment or for action or inaction except to the extent arising out of the gross negligence or willful misconduct of such Exculpated Person, nor for any mistake, action or inaction which said Exculpated Person reasonably believed to be in the best interests of the Companies and their Subsidiaries, nor for losses, damages, liabilities liabilities, demands or litigation expenses due to any mistake, action or inaction or to the negligence, dishonesty or bad faith of any employee, broker or other agent, provided that such employee, broker or agent was selected, engaged or retained by the Management Company with reasonable care. Each Exculpated Person may consult with counsel and accountants in respect of the Companies' and their Subsidiaries' affairs and be fully protected and justified in any action or inaction which is taken in accordance with the advice or opinion of such counsel or accountants, provided that they shall have been selected with reasonable care and provided further that such Exculpated Person has no knowledge concerning the matter in question that would cause such protection and justification to be unwarranted and is otherwise acting in good faith. Notwithstanding any of the foregoing to the contrary, the provisions of this Section 7.1 shall not be construed so as to relieve (or attempt to relieve) the Exculpated Person of any liability (including legal liability under federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of this Section 7.1 to the fullest extent permitted by law. In performing its duties, each Exculpated Person shall be entitled to rely on information, opinions, reports or statements, including financial statements and other expensesfinancial data, in each case prepared or presented by: (1) incurred one or suffered by the Adviser more agents or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to a Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability employees of the Sub-Adviser Management Company or any of its Affiliates forAffiliates, or (2) counsel, accountants or other Persons as to matters that such Exculpated Person believes to be within such other Person's professional or expert competence, provided that such Exculpated Person has no knowledge concerning the matter in question that would cause such reliance to be unwarranted and is otherwise acting in good faith. The Companies agree that no Exculpated Person shall be liable to the Sub-Adviser will Companies for incidental, consequential, punitive or indirect loss or damage, including, but not limited to, cost of reperformance of services by third parties, damage to property or injury to person, loss of profit, loss of use, loss of revenue, loss of opportunity, increased costs, cost of capital or loss of goodwill. 7.2. The Companies hereby agree jointly and severally to indemnify and hold harmless the Trusteach Exculpated Person from and against all claims, the Adviserdemands, its officersactions, employeesinvestigations, consultants losses, damages (including amounts paid in settlement), liabilities or expenses (including reasonable attorneys' fees and all affiliated persons thereof (within the meaning expenses and expenses of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)investigation) (collectively, “Adviser Indemnitees”"Losses") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise incurred by such Exculpated Person arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations Services performed hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a Fund or the Sub-Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known except to the Sub-Adviser which was required extent that such Losses are finally judicially determined to be stated therein result from the gross negligence or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission willful misconduct of such information, by Exculpated Person. To the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by extent that the Investment Company Act or any other federal securities foregoing indemnification is not permitted under applicable law, the Adviser will indemnify Companies agree jointly and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) severally to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining contribute to such Losses to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, fullest extent permitted by the Sub-Adviser Indemnities for use thereinapplicable law. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. D. No party will be liable to another party for consequential damages under any provision of this Agreement.

Limitations on Liability Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”a) will The Managing Member shall not be liable for to the Members because any lossestaxing authorities disallow or adjust any income tax allocations, claims, damages, liabilities deductions or litigation credits. (including legal and other expensesb) incurred or suffered by the Adviser or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to a Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will indemnify and hold harmless the Trust, the AdviserThe Managing Member, its officers, directors, employees, consultants agents, stockholders, and Affiliates, including for this purpose, each and all affiliated persons thereof of the Members, and any Person who serves at the request of the Managing Member or on behalf of the Company as a partner, officer, director, employee or agent of any other entity (within an “Indemnified Person”) will not be liable to the meaning Company or to the Members for any act or omission occurring in the absence of Section 2(a)(3its own fraud, willful misconduct or gross negligence, or for losses due to the negligence, fraud, or willful misconduct of brokers or other agents of the Company. (c)  The Company shall indemnify and hold an Indemnified Person harmless from any loss, damage, fine, penalty, expense, judgment or amount paid in settlement, including attorneys’ fees reasonably incurred, which such Indemnified Person incurs by reason of its performance or nonperformance of any act concerning the activities of the Company or in furtherance of the Company’s interests or purposes; provided, however, that an Indemnified Person shall not be indemnified for any matters as to which it is adjudged to have been guilty of fraud, gross negligence or willful misconduct. If an Indemnified Person is adjudged to have been guilty of fraud, gross negligence, or willful wrongdoing, it shall reimburse the Company for any funds advanced or expended on its behalf. To the extent possible, the Company shall arrange that an Indemnified Person need not expend or advance any of its own funds. (i) Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of an Indemnified Person to repay such amount if it shall ultimately be determined that the Indemnified Person is not entitled to be indemnified by the Company as authorized herein. (ii) The indemnification provided by this subsection (c) of this Section VII.5 shall not be deemed exclusive of any other rights to which an Indemnified Person may be entitled under any agreement, vote of Members or otherwise, and shall continue as to a Person who has ceased to be an Indemnified Person and shall inure to the Investment Company Act) and all controlling persons (as described in Section 15 benefit of the Securities Act heirs, executors and administrators of 1933, as amended such Person. (“1933 Act”)iii) (collectively, “Adviser Indemnitees”) The Company shall have power at any time to purchase and maintain insurance on behalf of any Person who is or was an Indemnified Person against any liability asserted against it and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which incurred by it in any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Actsuch capacity, or under any other statute, or common law or otherwise arising out of its status as such, whether or based on not the Company would have the power to indemnify the Indemnified Person against such liability under the provisions of this subsection. (iiv) The Indemnification provided by this subsection (c) of this Section VII.5 shall apply to any breach action in the right of the Company, to the fullest extent permitted by the Sub-Adviser law. (d) No Member shall have any liability or responsibility to contribute funds in excess of its representations or warranties made herein, (ii) Capital Commitment to satisfy any willful misconduct, bad faith, reckless disregard or negligence obligation of the Sub-Adviser Company under this Section VII.5. All such obligations shall be satisfied solely from and to the extent of Company assets. (e) With respect to the provisions in the performance of any of its duties or obligations hereunderTransaction Documents respecting indemnification, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a Fund or the Sub-Adviser or the omission to state therein a material fact concerning a Fund or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make extent the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser will indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. C. A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, Managing Member qualifies as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects Person, the rights Managing Member shall give notice to ABC that the Members are each direct beneficiaries of any such indemnification provision in their capacity as beneficial owners of the Indemnified PartyShares in in any other capacity, e.g., “affiliates” included in the category of an indemnitee by one or more of such indemnification provisions. D. No party will be liable to another party for consequential damages under any provision of this Agreement.