Common use of Limits of Liability; Indemnification Clause in Contracts

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor Advisor, the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the ActInvestment Company Act of 1940) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's ’s registration statement under the Investment Company Act of 1940 or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("“Advisor Parties"”) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("“Sub-Advisor Parties"”) against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's ’s registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act")amended, except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("“Advisor Parties"”) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("“Sub-Advisor Parties"”) against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor Advisor, the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended 1933 ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partnerstrustees, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's ’s registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act")amended, except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("“Advisor Parties"”) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's ’s obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("“Sub-Advisor Parties"”) against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' ’ willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's ’s obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor Advisor, the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's ’s registration statement under the Act or the Securities Act of 1933, as amended ("“1933 Act"”), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("“Advisor Parties"”) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("“Sub-Advisor Parties"”) against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's ’s registration statement under the Act or the Securities Act of 1933, as amended ("“1933 Act"”), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("“Advisor Parties"”) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("“Sub-Advisor Parties"”) against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor Advisor, the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's ’s registration statement under the Act or the Securities Act of 1933, as amended ("“1933 Act"”), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("“Advisor Parties"”) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's ’s obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("“Sub-Advisor Parties"”) against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claimclaim (including third party claims), demand, action or suit which results from the Advisor Parties' ’ willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's ’s obligations and duties under this Agreement. Both parties acknowledge that applicable provisions of federal and state securities laws (and other non-waiveable provisions of certain state and federal laws), may impose liabilities under certain circumstances on persons who act in good faith; therefore nothing contained in this Agreement shall constitute a waiver or limitation of liability that either party, or rights that either party may have under such laws. In no event will any party be liable to the other party for indirect, incidental, special, consequential, exemplary, reliance or punitive damages (including loss of profits, data, business or goodwill, or government fines, penalties, taxes or filing fees), arising out of the Services, regardless of whether either party is advised of the likelihood of such damages.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act")amended, except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor Adviser assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor Adviser shall not be liable for any error of judgment or for any loss suffered by the Advisor Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act1000 Xxx) or a loss resulting from willful misfeasance, bad faith faith, gross negligence, or gross negligence reckless disregard on its part in the performance of, or from reckless disregard by it of its obligations and duties under, under this Agreement. It is agreed that the Sub-Advisor Adviser shall have no responsibility or liability for (a) the accuracy or completeness of the Trust's ’s registration statement under the Act or the Securities Act of 1933, as amended ("“1933 Act"”), except for information supplied in writing by the Sub-Advisor Adviser for inclusion therein; or (b) for the actions or inaction of any other service provider to the Fund. The Sub-Advisor will Trust agrees to indemnify the Advisor and its directorsAdviser to the full extent permitted by the Trust’s Declaration of Trust, members, partners, officers, employees and agents ("Advisor Parties") against and hold a copy of which is on file with the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard Secretary of the Sub-Advisor's obligations and duties under State of Ohio. Notice is hereby given that this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard instrument is executed on behalf of the Advisor's Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and duties under this Agreementproperty of the Trust (or if the matter relates only to a particular Fund, that Fund), and the Adviser shall look only to the assets of the Trust, or the particular Fund, for the satisfaction of such obligations or any liability arising in connection therewith, and no other series of the Trust shall incur any liability or obligation in connection therewith.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act")amended, except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees employees, and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund Funds in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor Investment Consultant assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor Investment Consultant shall have no responsibility or liability for the accuracy or completeness of the TrustFund's registration statement Registration Statement under any applicable provisions of federal securities laws. The Advisor and/or the Fund shall, to the fullest extent legally permissible under the Act or laws of the Securities Act state of 1933Delaware, as amended ("1933 Act")from time to time, except for information supplied by indemnify and hold harmless the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor Investment Consultant, its affiliates, and its each of their respective directors, members, partners, officers, employees and agents (each, an "Advisor Investment Consultant Party" and collectively, the "Investment Consultant Parties") against and hold the Advisor Investment Consultant Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from (collectively, "Losses") incurred or suffered in connection with the good faith performance by an Investment Consultant Party of its responsibilities under this Agreement; provided, however, that an Investment Consultant Party will not be indemnified against any claim, demand, action or suit liability to which results from the Sub-Advisor Parties' (as such term is defined immediately below) it would otherwise be subject by reason of its willful misfeasance, bad faith, gross negligence or negligence, and reckless disregard of the Sub-Advisor's obligations and duties under this Agreementdisregard. The Advisor and/or the Fund shall, upon request of an Investment Consultant Party, advance amounts in connection with the indemnification obligations described herein; provided, however, that if it is later determined by court order that such Investment Consultant Party was not entitled to be indemnified, then such Investment Consultant Party shall promptly reimburse the Advisor and/or the Fund, as applicable, for all advanced amounts. In the event that this indemnification obligation shall be deemed to be unenforceable, whether in whole or in part, such unenforceable portion shall be stricken or modified so as to give effect to this section to the fullest extent permitted by law. Both parties acknowledge that applicable provisions of federal and state securities laws (and other non-waivable provisions of certain state and federal laws), may impose liabilities under certain circumstances on persons who act in good faith; therefore nothing contained in this Agreement shall constitute a waiver or limitation of liability that either party, or rights that either party may have under such laws. In no event will indemnify any party be liable to the Sub-Advisor and its directorsother party for indirect, membersincidental, partnersspecial, officersconsequential, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all lossesexemplary, claims, damages, liabilities reliance or expenses punitive damages (including reasonable counsel fees and expenses) loss of profits, data, business or goodwill, or government fines, penalties, taxes or filing fees), arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard out of the Advisor's obligations and duties under this AgreementServices, regardless of whether either party is advised of the likelihood of such damages.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor Advisor, the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's ’s registration statement under the Act or the Securities Act of 1933, as amended ("“1933 Act"”), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("“Advisor Parties"”) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's ’s obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("“Sub-Advisor Parties"”) against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claimclaim (including third party claims), demand, action or suit which results from the Advisor Parties' ’ willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's ’s obligations and duties under this Agreement. Both parties acknowledge that applicable provisions of federal and state securities laws (and other non- waiveable provisions of certain state and federal laws), may impose liabilities under certain circumstances on persons who act in good faith; therefore nothing contained in this Agreement shall constitute a waiver or limitation of liability that either party, or rights that either party may have under such laws. In no event will any party be liable to the other party for indirect, incidental, special, consequential, exemplary, reliance or punitive damages (including loss of profits, data, business or goodwill, or government fines, penalties, taxes or filing fees), arising out of the Services, regardless of whether either party is advised of the likelihood of such damages.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor Adviser assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor Adviser shall not be liable for any error of judgment or for any loss suffered by the Advisor Adviser or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act0000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust's Fund’s registration statement under the 1940 Act or the Securities Act of 1933, as amended ("“1933 Act"”), except for information supplied by the Sub-Advisor Adviser for inclusion therein. The Sub-Advisor Adviser will indemnify the Advisor Adviser and its directors, members, partners, officers, employees and agents ("Advisor “Adviser Parties"”) against and hold the Advisor Adviser Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Adviser Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's Adviser’s obligations and duties under this Agreement. The Advisor Adviser will indemnify the Sub-Advisor Adviser and its directors, members, partners, officers, employees and agents ("“Sub-Advisor Adviser Parties"”) against and hold the Sub-Advisor Adviser Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Adviser Parties' ’ willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's Adviser’s obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor Advisor, the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the ActInvestment Company Act of 1940) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Investment Company Act of 1940 or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify shall not be liable to the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from for acts of the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasancewhich result from acts of the Advisor, bad faithincluding, gross negligence but not limited to, a failure of the Advisor to provide accurate and current information with respect to any records maintained by the Advisor, which records are not also maintained by or reckless disregard of otherwise available to the Sub-Advisor's obligations and duties . Unless otherwise obligated under applicable law, the Sub-Advisor shall not be liable for indirect, punitive, special or consequential damages arising out of this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor Adviser assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor Adviser shall not be liable for any error of judgment or for any loss suffered by the Advisor Adviser or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or a loss resulting from willful misfeasance, bad faith faith, or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust's Fund’s registration statement under the 1940 Act or the Securities Act of 1933, as amended ("the “1933 Act"”), except for information supplied by the Sub-Advisor Adviser for inclusion therein. The Sub-Advisor Adviser will indemnify the Advisor Adviser and its directors, members, partners, officers, employees employees, and agents ("Advisor the “Adviser Parties"”) against and hold the Advisor Adviser Parties harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action action, or suit which results from the Sub-Advisor Adviser Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the Sub-Advisor's Adviser’s obligations and duties under this Agreement. The Advisor Adviser will indemnify the Sub-Advisor Adviser and its directors, members, partners, officers, employees employees, and agents ("the “Sub-Advisor Adviser Parties"”) against and hold the Sub-Advisor Adviser Parties harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action action, or suit which results from the Advisor Adviser Parties' ’ willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the Advisor's Adviser’s obligations and duties under this AgreementAgreement (for avoidance of doubt, the parties acknowledge and agree that the Adviser’s obligations and duties under this Agreement include the accuracy and completeness of the Fund’s registration statement under the 1940 Act or the 1933 Act, except for information supplied by the Sub-Adviser for inclusion therein). This section shall survive the termination of this agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor Advisor, the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the each Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's ’s registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act")amended, except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("“Advisor Parties"”) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's ’s obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("“Sub-Advisor Parties"”) against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' ’ willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's ’s obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund Funds in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith faith, or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's ’s registration statement under the Act or the Securities Act of 1933, as amended ("“1933 Act"”), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees employees, and agents ("“Advisor Parties"”) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action action, or suit which results from the Sub-Advisor Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees employees, and agents ("“Sub-Advisor Parties"”) against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities liabilities, or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action action, or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor Adviser assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor Adviser shall not be liable for any error of judgment or for any loss suffered by the Advisor Adviser or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act0000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust's Fund’s registration statement under the 1940 Act or the Securities Act of 1933, as amended ("“1933 Act"’), except for information supplied by the Sub-Advisor Adviser for inclusion therein. The Sub-Advisor Adviser will indemnify the Advisor Adviser and its directors, members, partners, officers, employees and agents ("Advisor “Adviser Parties"”) against and hold the Advisor Adviser Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Adviser Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's Adviser’s obligations and duties under this Agreement. The Advisor Adviser will indemnify the Sub-Advisor Adviser and its directors, members, partners, officers, employees and agents ("“Sub-Advisor Adviser Parties"”) against and hold the Sub-Advisor Adviser Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Adviser Parties' ’ willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's Adviser’s obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor Advisor, the Trust or the Fund Funds in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the ActInvestment Company Act of 1940) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Investment Company Act of 1940 or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify shall not be liable to the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from for acts of the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasancewhich result from acts of the Advisor, bad faithincluding, gross negligence but not limited to, a failure of the Advisor to provide accurate and current information with respect to any records maintained by the Advisor, which records are not also maintained by or reckless disregard of otherwise available to the Sub-Advisor's obligations and duties . Unless otherwise obligated under applicable law, the Sub-Advisor shall not be liable to the Advisor for indirect, punitive, special or consequential damages arising out of this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor Adviser assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor Adviser shall not be liable for any error of judgment or for any loss suffered by the Advisor Adviser or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act1000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust's Fund’s registration statement under the 1940 Act or the Securities Act of 1933, as amended ("the “1933 Act"”), except for information supplied by the Sub-Advisor Adviser for inclusion therein. The Sub-Advisor Adviser will indemnify the Advisor Adviser and its directors, members, partners, officers, employees and agents ("Advisor the “Adviser Parties"”) against and hold the Advisor Adviser Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Adviser Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's Adviser’s obligations and duties under this Agreement. The Advisor Adviser will indemnify the Sub-Advisor Adviser and its directors, members, partners, officers, employees and agents ("the “Sub-Advisor Adviser Parties"”) against and hold the Sub-Advisor Adviser Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Adviser Parties' ’ willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's Adviser’s obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's ’s registration statement under the Act or the Securities Act of 1933, as amended ("“1933 Act"”), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("“Advisor Parties"”) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's ’s obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("“Sub-Advisor Parties"”) against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' ’ willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's ’s obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor Advisor, the Trust or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the ActInvestment Company Act of 1940) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's ’s registration statement under the Investment Company Act of 1940 or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("“Advisor Parties"”) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and other related expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's ’s obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("“Sub-Advisor Parties"”) against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and other related expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' ’ willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's ’s obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied by the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Parties' (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify the Sub-Advisor and its directors, members, partners, officers, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor Adviser assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor Adviser shall not be liable for any error of judgment or for any loss suffered by the Advisor Adviser or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act1000 Xxx) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor Adviser shall have no responsibility or liability for the accuracy or completeness of the Trust's Fund’s registration statement under the 1940 Act or the Securities Act of 1933, as amended ("the “1933 Act"”), except for information supplied by the Sub-Advisor Adviser for inclusion therein. The Sub-Advisor Adviser will indemnify the Advisor Adviser and its directors, members, partners, officers, employees and agents ("Advisor the “Adviser Parties"”) against and hold the Advisor Adviser Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Sub-Advisor Adviser Parties' ’ (as such term is defined immediately below) willful misfeasance, bad faith, gross negligence or reckless disregard of the Sub-Advisor's Adviser’s obligations and duties under this Agreement. The Advisor Adviser will indemnify the Sub-Advisor Adviser and its directors, members, partners, officers, employees and agents ("the “Sub-Advisor Adviser Parties"”) against and hold the Sub-Advisor Adviser Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from the Advisor Adviser Parties' ’ willful misfeasance, bad faith, gross negligence or reckless disregard of the Advisor's Adviser’s obligations and duties under this Agreement.

Limits of Liability; Indemnification. The Sub-Advisor Investment Consultant assumes no responsibility under this Agreement other than to render the Services called for hereunder. The Sub-Advisor shall not be liable for any error of judgment or for any loss suffered by the Advisor or the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Act) or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement. It is agreed that the Sub-Advisor Investment Consultant shall have no responsibility or liability for the accuracy or completeness of the Trust's registration statement Fund’s Registration Statement under any applicable provisions of federal securities laws. The Advisor and/or the Fund shall, to the fullest extent legally permissible under the Act or laws of the Securities Act state of 1933Delaware, as amended ("1933 Act")from time to time, except for information supplied by indemnify and hold harmless the Sub-Advisor for inclusion therein. The Sub-Advisor will indemnify the Advisor Investment Consultant, its affiliates, and its each of their respective directors, members, partners, officers, employees and agents ("Advisor each, an “Investment Consultant Party” and collectively, the “Investment Consultant Parties"”) against and hold the Advisor Investment Consultant Parties harmless from any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) arising from (collectively, “Losses”) incurred or suffered in connection with the good faith performance by an Investment Consultant Party of its responsibilities under this Agreement; provided, however, that an Investment Consultant Party will not be indemnified against any claim, demand, action or suit liability to which results from the Sub-Advisor Parties' (as such term is defined immediately below) it would otherwise be subject by reason of its willful misfeasance, bad faith, gross negligence or negligence, and reckless disregard of the Sub-Advisor's obligations and duties under this Agreementdisregard. The Advisor and/or the Fund shall, upon request of an Investment Consultant Party, advance amounts in connection with the indemnification obligations described herein; provided, however, that if it is later determined by court order that such Investment Consultant Party was not entitled to be indemnified, then such Investment Consultant Party shall promptly reimburse the Advisor and/or the Fund, as applicable, for all advanced amounts. In the event that this indemnification obligation shall be deemed to be unenforceable, whether in whole or in part, such unenforceable portion shall be stricken or modified so as to give effect to this section to the fullest extent permitted by law. Both parties acknowledge that applicable provisions of federal and state securities laws (and other non-waivable provisions of certain state and federal laws), may impose liabilities under certain circumstances on persons who act in good faith; therefore nothing contained in this Agreement shall constitute a waiver or limitation of liability that either party, or rights that either party may have under such laws. In no event will indemnify any party be liable to the Sub-Advisor and its directorsother party for indirect, membersincidental, partnersspecial, officersconsequential, employees and agents ("Sub-Advisor Parties") against and hold the Sub-Advisor Parties harmless from any and all lossesexemplary, claims, damages, liabilities reliance or expenses punitive damages (including reasonable counsel fees and expenses) loss of profits, data, business or goodwill, or government fines, penalties, taxes or filing fees), arising from any claim, demand, action or suit which results from the Advisor Parties' willful misfeasance, bad faith, gross negligence or reckless disregard out of the Advisor's obligations and duties under this AgreementServices, regardless of whether either party is advised of the likelihood of such damages.