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 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 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 ’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")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 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 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 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 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 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. (a) 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 Trust or the a 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 shall have no responsibility or liability for the accuracy or completeness of the Trust's ’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 for inclusion therein. . (b) The Sub-Advisor will Trust hereby agrees to indemnify and hold harmless the Advisor and Advisor, its directors, members, partners, officers, and employees and agents each person, if any, who controls the Advisor (collectively, "Advisor Indemnified Parties") against and hold the Advisor Parties harmless from any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the Securities Exchange Act of 1934, the 1940 Act, the Advisers Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in the registration statement, the Prospectus, the SAI, or any application ("Application") or other document filed in connection with the qualification of the Trust or Shares of the Trust under the Blue Sky or securities laws of any jurisdiction, except insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission either pertaining to a breach of the Advisor's duties in connection with this Agreement or made in reliance upon and in conformity with information furnished by, through or on behalf of the Advisor for use in connection with the registration statement, any Application, the Prospectus or the SAI; or (ii) subject to clause (i) above, the Advisor acting in accordance with the terms hereof; and the Trust will reimburse each Indemnified Party for any legal or other expense incurred by such Indemnified Party in connection with investigating or defending any such loss, claim, damages, liability or action. (c) If the indemnification provided for in Section 6(b) is due in accordance with the terms of such Section but is for any reason held by a court to be unavailable from the Trust, then the Trust shall contribute to the aggregate amount paid or payable by the Trust and the Indemnified Parties as a result of such losses, claims, damages or liabilities (or expenses actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Trust and such Indemnified Parties in connection with the operation of the Trust, the relative fault of the Trust and such Indemnified Parties, and any other relevant equitable considerations. The Trust and the Advisor agree that it would not be just and equitable if contribution pursuant to this Section 6(c) were determined by pro rata allocation or other method of allocation which does not take into account the equitable considerations referred to above in this Section 6(c). The amount paid or payable as a result of the losses, claims, damages or liabilities (including reasonable counsel fees or actions in respect thereof) referred to above in this Section 6(c) shall be deemed to include any legal or other expense incurred by the Trust and expensesthe Indemnified Parties in connection with investigating or defending any such loss, claim, damage, liability or action. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) arising of the 0000 Xxx) shall be entitled to contribution from any claimperson who was not guilty of such fraudulent misrepresentation. (d) It is understood; however, demandthat nothing in this Section 6 shall protect any Indemnified Party against, action or suit entitle any Indemnified Party to indemnification against, or contribution with respect to, any liability to the Trust or its Shareholders to which results from the Sub-Advisor Parties' (as such term Indemnified Party is defined immediately below) subject, by reason of its willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reason of a reckless disregard of the Sub-Advisor's for its obligations and duties duties, under this Agreement. The Advisor will indemnify Agreement or otherwise, to an extent or in a manner inconsistent with 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 Agreement1940 Act.

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 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 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 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 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 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 Act) Investment 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. a. 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 registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), Fund Registration Statement except for information supplied by the Sub-Advisor Adviser for inclusion therein. The In no event shall the Sub-Advisor will Adviser be liable for any special, consequential or punitive damages. b. To the fullest extent permitted by law, the Fund shall, subject to Section 4(d) of this Agreement, indemnify the Advisor and its directorsSub-Adviser (including for this purpose each officer, membersdirector, partnersshareholder, officersmember, employees and agents principal, partner, manager, employee or agent of, any person who controls, is controlled by or is under common control with, or any other person designated by the Sub-Adviser as an indemnitee ("Advisor Parties"as defined herein) (each such person, including the Sub-Adviser, being referred to as an “indemnitee”)) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities liabilities, costs and expenses arising by reason of being or expenses (including reasonable counsel fees and expenses) arising from any having been Sub-Adviser to the Fund, or the past or present performance of services to the Fund in accordance with this Agreement by the indemnitee, except to the extent that the loss, claim, demanddamage, action liability, cost or suit expense has been finally determined in a judicial decision on the merits from which results from no further appeal may be taken in any action, suit, investigation or other proceeding to have been incurred or suffered by the Sub-Advisor Parties' (as such term is defined immediately below) indemnitee by reason of willful misfeasance, bad faith, faith or gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreementnegligence. 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 These losses, claims, damages, liabilities liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or expenses (including reasonable as fines or penalties, and counsel fees and expenses, incurred in connection with the defense or disposition of any action, suit, investigation or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative or legislative body, in which the indemnitee may be or may have been involved as a party or otherwise, or with which such indemnitee may be or may have been threatened, while in office or thereafter. The rights of indemnification provided under this Section 4 are not to be construed so as to provide for indemnification of an indemnitee for any liability (including liability under U.S. 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 indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 4. c. Expenses, including counsel fees and expenses, incurred by any indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties) may be paid from time to time by the Fund in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the indemnitee to repay to the Fund amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 4(b) of this Agreement, so long as (i) the indemnitee provides security for the undertaking, (ii) the Fund is insured by or on behalf of the indemnitee against losses arising from by reason of the indemnitee’s failure to fulfill his, her or its undertaking, or (iii) a majority of the Trustees of the Fund who are not “interested persons” (as that term is defined in the 1940 Act) of the Fund (“Independent Trustees”) (excluding any claimTrustee who is or has been a party to any other action, demandsuit, action investigation or suit other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement) or independent legal counsel in a written opinion determines based on a review of readily available facts (as opposed to a full trial-type inquiry) that reason exists to believe that the indemnitee ultimately shall be entitled to indemnification. d. As to the disposition of any action, suit, investigation or other proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication or a decision on the merits by a court, or by any other body before which results from the Advisor Parties' proceeding has been brought, that an indemnitee is liable to the Fund or its shareholders by reason of willful misfeasance, bad faithfaith or gross negligence, indemnification shall be provided in accordance with Section 4(b) of this Agreement if (i) approved as in the best interests of the Fund by a majority of the Independent Trustees (excluding any Board Trustee who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the indemnitee acted in good faith and in the reasonable belief that the actions were in the best interests of the Fund and that the indemnitee is not liable to the Fund or its shareholders by reason of willful misfeasance, bad faith or gross negligence or reckless disregard (ii) the Board trustees secure a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) to the effect that indemnification would not protect the indemnitee against any liability to the Fund or its shareholders to which the indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence. e. Any indemnification or advancement of expenses made in accordance with this Section 4 shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification or advancement of expenses to be liable to the Fund or its shareholders by reason of willful misfeasance, bad faith or gross negligence. In any suit brought by an indemnitee to enforce a right to indemnification under this Section 4 it shall be a defense that, and in any suit in the name of the Advisor's obligations and duties Fund to recover any indemnification or advancement of expenses made in accordance with this Section 4 the Fund shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the indemnitee has not met the applicable standard of conduct described in this Section 4. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 4, the burden of proving that the indemnitee is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 4 shall be on the Fund (or on any shareholder acting derivatively or otherwise on behalf of the Fund or its shareholders). f. An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 4 or to which he, she or it may otherwise be entitled except out of the assets of the Fund, and no shareholder shall be personally liable with respect to any such claim for indemnification or advancement of expenses. g. The rights of indemnification provided in this Section 4 shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. Nothing contained in this Section 4 shall affect the power of the Fund to purchase and maintain liability insurance on behalf of the Adviser or any indemnitee. This Section 4 shall survive the termination of the 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 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 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 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 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. (a) 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 Act1940 Xxx) or xr 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, 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 1940 Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied or required to be supplied by the Sub-Advisor Adviser for inclusion therein. The Sub-Advisor will indemnify ; or (b) for the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold actions or inaction of any other service provider to 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, Fund unless such action or suit which results from inaction is a result of the Sub-Advisor Parties' (as such term is defined immediately below) Adviser’s breach of fiduciary duty or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard on its part in the performance of, or from reckless disregard by it of the Sub-Advisor's its obligations and duties under this Agreement. Ladder Capital Asset Management LLC Investment Advisory Agreement (b) The Advisor will indemnify Trust but only from the Sub-Advisor assets of the Fund to which the conduct in question relates) shall, to the fullest extent permitted by law and the Trust’s Declaration of Trust, a copy of which is on file with the Secretary of the State of Ohio, indemnify, defend, and hold harmless the Adviser, its directorsaffiliates and any of their respective partners, members, partnersdirectors, officers, employees and agents or shareholders ("Subthe “Indemnified Parties”) (each of whom shall be deemed a third-Advisor Parties"party beneficiary hereof) against and hold the Sub-Advisor Parties them harmless from any and against all losses, claims, damages, liabilities or liabilities, costs and expenses (including reasonable counsel attorneys’ fees and expensesamounts reasonably paid in settlement; provided such settlement is approved by the indemnifying party) arising from incurred by the Indemnified Parties in or by reason of any claimpending, demandthreatened or completed action, suit, investigation, or other proceeding (including an action or suit which results from by or in the Advisor Parties' right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Fund; provided, however, that no Indemnified Party shall be indemnified against any liability to the indemnifying party or its partners, members, directors, officers, employees or shareholders by reason of willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the Advisor's Adviser’s duties under this Agreement. Notwithstanding anything to the contrary in the foregoing, in no event shall the Trust be obligated to indemnify the Indemnified Parties unless permitted by law and by the Trust’s Declaration of Trust and provided further the Adviser shall not be indemnified against any liability by reason of the Adviser’s breach of fiduciary duty or willful misfeasance, bad faith, gross negligence, or reckless disregard on its part in the performance of, or from reckless disregard by it of its obligations and duties under this Agreement. (c) Expenses, including reasonable counsel fees incurred by an Indemnified Party (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by the Trust, but only from the assets of the Fund, in advance of the final disposition of a proceeding upon receipt by the indemnifying party of an undertaking by or on behalf of the Indemnified Party to repay to the Trust amounts so paid if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement, provided, however, that (i) the Indemnified Party shall provide security considered in the sole discretion of the Trust to be appropriate for such undertaking, (ii) the Trust shall be insured against losses arising from any such advance payments, or, as solely to the Trust, (iii) either a majority of the Trustees of the Trust who are neither “interested persons,” as defined in the 1940 Act, of the Trust nor parties to the proceeding, acting on the matter, or independent legal counsel in a written opinion, shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Indemnified Party ultimately will be found entitled to indemnification. Ladder Capital Asset Management LLC Investment Advisory Agreement (d) Notice is hereby given that the Trust’s Declaration of Trust is executed on behalf of the 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 property 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 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. a. 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 registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), Fund Registration Statement except for information supplied by the Sub-Advisor Adviser for inclusion therein. The In no event shall the Sub‑Adviser be liable for any special, consequential or punitive damages. #49362336_v1 4 b. To the fullest extent permitted by law, the Fund shall, subject to Section 4(d) of this Agreement, indemnify the Sub-Advisor will indemnify Adviser (including for this purpose each officer, director, shareholder, member, principal, partner, manager, employee or agent of, any person who controls, is controlled by or is under common control with, or any other person designated by the Advisor and its directorsSub-Adviser as an indemnitee (as defined herein) (each such person, membersincluding the Sub-Adviser, partners, officers, employees and agents ("Advisor Parties"being referred to as an “indemnitee”)) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities liabilities, costs and expenses arising by reason of being or expenses (including reasonable counsel fees and expenses) arising from any having been Sub-Adviser to the Fund, or the past or present performance of services to the Fund in accordance with this Agreement by the indemnitee, except to the extent that the loss, claim, demanddamage, action liability, cost or suit expense has been finally determined in a judicial decision on the merits from which results from no further appeal may be taken in any action, suit, investigation or other proceeding to have been incurred or suffered by the Sub-Advisor Parties' (as such term is defined immediately below) indemnitee by reason of willful misfeasance, bad faith, faith or gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreementnegligence. 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 These losses, claims, damages, liabilities liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or expenses (including reasonable as fines or penalties, and counsel fees and expenses, incurred in connection with the defense or disposition of any action, suit, investigation or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative or legislative body, in which the indemnitee may be or may have been involved as a party or otherwise, or with which such indemnitee may be or may have been threatened, while in office or thereafter. The rights of indemnification provided under this Section 4 are not to be construed so as to provide for indemnification of an indemnitee for any liability (including liability under U.S. 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 indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 4. c. Expenses, including counsel fees and expenses, incurred by any indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties) may be paid from time to time by the Fund in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the indemnitee to repay to the Fund amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 4(b) of this Agreement, so long as (i) the indemnitee provides security for the undertaking, (ii) the Fund is insured by or on behalf of the indemnitee against losses arising from by reason of the indemnitee’s failure to fulfill his, her or its undertaking, or (iii) a majority of the Trustees of the Fund who are not “interested persons” (as that term is defined in the 1940 Act) of the Fund (“Independent Trustees”) (excluding any claimTrustee who is or has been a party to any other action, demandsuit, action investigation or suit other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement) or independent legal counsel in a written opinion determines based on a review of readily available facts (as opposed to a full trial-type inquiry) that reason exists to believe that the indemnitee ultimately shall be entitled to indemnification. #49362336_v1 5 d. As to the disposition of any action, suit, investigation or other proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication or a decision on the merits by a court, or by any other body before which results from the Advisor Parties' proceeding has been brought, that an indemnitee is liable to the Fund or its shareholders by reason of willful misfeasance, bad faithfaith or gross negligence, indemnification shall be provided in accordance with Section 4(b) of this Agreement if (i) approved as in the best interests of the Fund by a majority of the Independent Trustees (excluding any Board Trustee who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the indemnitee acted in good faith and in the reasonable belief that the actions were in the best interests of the Fund and that the indemnitee is not liable to the Fund or its shareholders by reason of willful misfeasance, bad faith or gross negligence or reckless disregard (ii) the Board trustees secure a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) to the effect that indemnification would not protect the indemnitee against any liability to the Fund or its shareholders to which the indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence. e. Any indemnification or advancement of expenses made in accordance with this Section 4 shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification or advancement of expenses to be liable to the Fund or its shareholders by reason of willful misfeasance, bad faith or gross negligence. In any suit brought by an indemnitee to enforce a right to indemnification under this Section 4 it shall be a defense that, and in any suit in the name of the Advisor's obligations and duties Fund to recover any indemnification or advancement of expenses made in accordance with this Section 4 the Fund shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the indemnitee has not met the applicable standard of conduct described in this Section 4. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 4, the burden of proving that the indemnitee is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 4 shall be on the Fund (or on any shareholder acting derivatively or otherwise on behalf of the Fund or its shareholders). #49362336_v1 6 f. An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 4 or to which he, she or it may otherwise be entitled except out of the assets of the Fund, and no shareholder shall be personally liable with respect to any such claim for indemnification or advancement of expenses. g. The rights of indemnification provided in this Section 4 shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. Nothing contained in this Section 4 shall affect the power of the Fund to purchase and maintain liability insurance on behalf of the Adviser or any indemnitee. This Section 4 shall survive the termination of the Agreement.

Limits of Liability; Indemnification. (a) 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, 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 registration statement under the 1940 Act or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied or required to be supplied by the Sub-Advisor Adviser for inclusion therein. The Sub-Advisor will indemnify ; or (b) for the Advisor and its directors, members, partners, officers, employees and agents ("Advisor Parties") against and hold actions or inaction of any other service provider to 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, Fund unless such action or suit which results from inaction is a result of the Sub-Advisor Parties' (as such term is defined immediately below) Adviser's breach of fiduciary duty or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard on its part in the performance of, or from reckless disregard by it of the Sub-Advisor's its obligations and duties under this Agreement. Ladder Capital Asset Management LLC Investment Advisory Agreement (b) The Advisor will indemnify Trust but only from the Sub-Advisor assets of the Fund to which the conduct in question relates) shall, to the fullest extent permitted by law and the Trust's Declaration of Trust, a copy of which is on file with the Secretary of the State of Ohio, indemnify, defend, and hold harmless the Adviser, its directorsaffiliates and any of their respective partners, members, partnersdirectors, officers, employees and agents or shareholders (the "Sub-Advisor Indemnified Parties") against (each of whom shall be deemed a third-party beneficiary hereof) and hold the Sub-Advisor Parties them harmless from any and against all losses, claims, damages, liabilities or liabilities, costs and expenses (including reasonable counsel attorneys' fees and expensesamounts reasonably paid in settlement; provided such settlement is approved by the indemnifying party) arising from incurred by the Indemnified Parties in or by reason of any claimpending, demandthreatened or completed action, suit, investigation, or other proceeding (including an action or suit which results from by or in the Advisor Parties' right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Adviser's duties or obligations under this Agreement or otherwise as an investment adviser of the Fund; provided, however, that no Indemnified Party shall be indemnified against any liability to the indemnifying party or its partners, members, directors, officers, employees or shareholders by reason of willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the AdvisorAdviser's duties under this Agreement. Notwithstanding anything to the contrary in the foregoing, in no event shall the Trust be obligated to indemnify the Indemnified Parties unless permitted by law and by the Trust's Declaration of Trust and provided further the Adviser shall not be indemnified against any liability by reason of the Adviser's breach of fiduciary duty or willful misfeasance, bad faith, gross negligence, or reckless disregard on its part in the performance of, or from reckless disregard by it of its obligations and duties under this Agreement. (c) Expenses, including reasonable counsel fees incurred by an Indemnified Party (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by the Trust, but only from the assets of the Fund, in advance of the final disposition of a proceeding upon receipt by the indemnifying party of an undertaking by or on behalf of the Indemnified Party to repay to the Trust amounts so paid if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement, provided, however, that (i) the Indemnified Party shall provide security considered in the sole discretion of the Trust to be appropriate for such undertaking, (ii) the Trust shall be insured against losses arising from any such advance payments, or, as solely to the Trust, (iii) either a majority of the Trustees of the Trust who are neither "interested persons," as defined in the 1940 Act, of the Trust nor parties to the proceeding, acting on the matter, or independent legal counsel in a written opinion, shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Indemnified Party ultimately will be found entitled to indemnification. Ladder Capital Asset Management LLC Investment Advisory Agreement (d) Notice is hereby given that the Trust's Declaration of Trust is executed on behalf of the 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 property 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. a. 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 registration statement under the Act or the Securities Act of 1933, as amended ("1933 Act"), Fund Registration Statement except for information supplied by the Sub-Advisor Adviser for inclusion therein. The In no event shall the Sub‑Adviser be liable for any special, consequential or punitive damages. b. To the fullest extent permitted by law, the Fund shall, subject to Section 4(d) of this Agreement, indemnify the Sub-Advisor will indemnify Adviser (including for this purpose each officer, director, shareholder, member, principal, partner, manager, employee or agent of, any person who controls, is controlled by or is under common control with, or any other person designated by the Advisor and its directorsSub-Adviser as an indemnitee (as defined herein) (each such person, membersincluding the Sub-Adviser, partners, officers, employees and agents ("Advisor Parties"being referred to as an “indemnitee”)) against and hold the Advisor Parties harmless from any and all losses, claims, damages, liabilities liabilities, costs and expenses arising by reason of being or expenses (including reasonable counsel fees and expenses) arising from any having been Sub-Adviser to the Fund, or the past or present performance of services to the Fund in accordance with this Agreement by the indemnitee, except to the extent that the loss, claim, demanddamage, action liability, cost or suit expense has been finally determined in a judicial decision on the merits from which results from no further appeal may be taken in any action, suit, investigation or other proceeding to have been incurred or suffered by the Sub-Advisor Parties' (as such term is defined immediately below) indemnitee by reason of willful misfeasance, bad faith, faith or gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreementnegligence. 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 These losses, claims, damages, liabilities liabilities, costs and expenses include, but are not limited to, amounts paid in satisfaction of judgments, in compromise, or expenses (including reasonable as fines or penalties, and counsel fees and expenses, incurred in connection with the defense or disposition of any action, suit, investigation or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative or legislative body, in which the indemnitee may be or may have been involved as a party or otherwise, or with which such indemnitee may be or may have been threatened, while in office or thereafter. The rights of indemnification provided under this Section 4 are not to be construed so as to provide for indemnification of an indemnitee for any liability (including liability under U.S. 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 indemnification would be in violation of applicable law, but shall be construed so as to effectuate the applicable provisions of this Section 4. c. Expenses, including counsel fees and expenses, incurred by any indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise, or as fines or penalties) may be paid from time to time by the Fund in advance of the final disposition of any action, suit, investigation or other proceeding upon receipt of an undertaking by or on behalf of the indemnitee to repay to the Fund amounts paid if a determination is made that indemnification of the expenses is not authorized under Section 4(b) of this Agreement, so long as (i) the indemnitee provides security for the undertaking, (ii) the Fund is insured by or on behalf of the indemnitee against losses arising from by reason of the indemnitee’s failure to fulfill his, her or its undertaking, or (iii) a majority of the Trustees of the Fund who are not “interested persons” (as that term is defined in the 1940 Act) of the Fund (“Independent Trustees”) (excluding any claimTrustee who is or has been a party to any other action, demandsuit, action investigation or suit other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for advancement of expenses under this Agreement) or independent legal counsel in a written opinion determines based on a review of readily available facts (as opposed to a full trial-type inquiry) that reason exists to believe that the indemnitee ultimately shall be entitled to indemnification. d. As to the disposition of any action, suit, investigation or other proceeding (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication or a decision on the merits by a court, or by any other body before which results from the Advisor Parties' proceeding has been brought, that an indemnitee is liable to the Fund or its shareholders by reason of willful misfeasance, bad faithfaith or gross negligence, indemnification shall be provided in accordance with Section 4(b) of this Agreement if (i) approved as in the best interests of the Fund by a majority of the Independent Trustees (excluding any Board Trustee who is or has been a party to any other action, suit, investigation or other proceeding involving claims similar to those involved in the action, suit, investigation or proceeding giving rise to a claim for indemnification under this Agreement) upon a determination based upon a review of readily available facts (as opposed to a full trial-type inquiry) that the indemnitee acted in good faith and in the reasonable belief that the actions were in the best interests of the Fund and that the indemnitee is not liable to the Fund or its shareholders by reason of willful misfeasance, bad faith or gross negligence or reckless disregard (ii) the Board trustees secure a written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry) to the effect that indemnification would not protect the indemnitee against any liability to the Fund or its shareholders to which the indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence. e. Any indemnification or advancement of expenses made in accordance with this Section 4 shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification or advancement of expenses to be liable to the Fund or its shareholders by reason of willful misfeasance, bad faith or gross negligence. In any suit brought by an indemnitee to enforce a right to indemnification under this Section 4 it shall be a defense that, and in any suit in the name of the Advisor's obligations and duties Fund to recover any indemnification or advancement of expenses made in accordance with this Section 4 the Fund shall be entitled to recover the expenses upon a final adjudication from which no further right of appeal may be taken that, the indemnitee has not met the applicable standard of conduct described in this Section 4. In any suit brought to enforce a right to indemnification or to recover any indemnification or advancement of expenses made in accordance with this Section 4, the burden of proving that the indemnitee is not entitled to be indemnified, or to any indemnification or advancement of expenses, under this Section 4 shall be on the Fund (or on any shareholder acting derivatively or otherwise on behalf of the Fund or its shareholders). f. An indemnitee may not satisfy any right of indemnification or advancement of expenses granted in this Section 4 or to which he, she or it may otherwise be entitled except out of the assets of the Fund, and no shareholder shall be personally liable with respect to any such claim for indemnification or advancement of expenses. g. The rights of indemnification provided in this Section 4 shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. Nothing contained in this Section 4 shall affect the power of the Fund to purchase and maintain liability insurance on behalf of the Adviser or any indemnitee. This Section 4 shall survive the termination of the 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.

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 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. a. The Sub-Advisor 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 losses, damages, liabilities, costs and expenses (including legal) (collectively, “Losses”) due to a mistake or error of judgment or for any loss Losses suffered by the Advisor Adviser or the Fund Company 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 Losses resulting from acts or omissions involving 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, whether express or implied. It is agreed that In no event shall the Sub-Advisor shall have no responsibility Adviser be liable for any special, consequential or liability punitive damages. b. The Company shall, indemnify the Sub-Adviser (including for the accuracy this purpose each officer, director, shareholder, member, principal, partner, manager, employee or completeness of the Trust's registration statement agent of, any person who controls, is controlled by or is under the Act common control with, or the Securities Act of 1933, as amended ("1933 Act"), except for information supplied any other person designated by the Sub-Advisor for inclusion therein. Adviser as an indemnitee (each such person, including the Sub-Adviser, being referred to as an “indemnitee”)) against all Losses incurred by such indemnitees by reason of being or having been Sub-Adviser to the Company, or the past or present performance of services to the Company in accordance with this Agreement by the indemnitee, or arising out of any act or omission by the Company under this Agreement, or any breach of warranty, representation or agreement hereunder by the Company, except to the extent that such Losses arise as a result of the willful misfeasance, bad faith or gross negligence of the Sub-Adviser, or as a result of the Sub-Adviser’s reckless disregard for, or breach of, its fiduciary duties to the Company. c. The Sub-Advisor will Adviser shall indemnify the Advisor Company and any of its directors, members, partners, officers, employees and agents ("Advisor Parties") or affiliates against and hold all Losses incurred by the Advisor Parties harmless from Company by reason of, or arising out of, any and all losses, claims, damages, liabilities act or expenses (including reasonable counsel fees and expenses) arising from any claim, demand, action or suit which results from omission by the Sub-Advisor Parties' Adviser under this Agreement (other than for acts or omissions for which the Sub-Adviser is not liable under Section 3.a. of this Agreement), or any breach of warranty, representation or agreement hereunder, except to the extent that such Losses arise as such term is defined immediately below) a result of the willful misfeasance, bad faith, faith or gross negligence or reckless disregard of the Sub-Advisor's obligations and duties under this Agreement. The Advisor will indemnify Company. d. This Section 3 shall survive 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 termination of the Advisor's obligations and duties under this Agreement.