Common use of Not an Investment Adviser; No Fiduciary Duty Clause in Contracts

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the Company. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company or the Company as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has the authority to waive such duties and liabilities. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither no party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members partners or equity owners of the Company Adviser or any other third party in connection with its your engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges Advisers acknowledge that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s 's portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdvisers. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Advisers or the Company Advisers as your agent or employee, and neither no party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Advisers and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Advisers or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has Advisers have the authority to waive such duties and liabilities. Furthermore, the Company agrees Advisers agree that it is they are solely responsible for making its their own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Advisers on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges Advisers acknowledge that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s 's portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdvisers. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Advisers or the Company Advisers as your agent or employee, and neither no party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Advisers and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Advisers or any other third party in connection with its your engagement hereunder, all of which are hereby expressly waived to the extent the Company has Advisers have the authority to waive such duties and liabilities. Furthermore, the Company agrees Advisers agree that it is they are solely responsible for making its their own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Advisers on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither no party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members partners or equity owners of the Company Adviser or any other third party in connection with its your engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the FundTrust’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the Company. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company or the Company as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has the authority to waive such duties and liabilities. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Investment Manager acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyInvestment Manager. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Investment Manager or the Company Investment Manager as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Investment Manager and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Investment Manager or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Investment Manager has the authority to waive such duties and liabilities. Furthermore, the Company Investment Manager agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Investment Manager on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges Advisers acknowledge that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s 's portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. The Advisers acknowledge that (i) they have not and are not relying on your advice for legal or accounting matters and that they have or are seeking and have or will rely on the advice of their own professionals and advisors for such matters and (ii) you are not in the business of providing tax advice, that the Advisers have received tax advice from their own tax advisors with appropriate expertise to assess any tax risks and that their senior executives at appropriate management positions have been apprised of such tax advice (and, if applicable, any tax risks) and your disclaimers relating to tax matters. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdvisers. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Advisers or the Company Advisers as your agent or employee, and neither no party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Advisers and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Advisers or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has Advisers have the authority to waive such duties and liabilities. Furthermore, the Company agrees Advisers agree that it is they are solely responsible for making its their own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Advisers on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither no party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Adviser or any other third party in connection with its your engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges Advisers acknowledge that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s 's portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdvisers. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Advisers or the Company Advisers as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Advisers and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Advisers or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has Advisers have the authority to waive such duties and liabilities. Furthermore, the Company agrees Advisers agree that it is they are solely responsible for making its their own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Advisers on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the FundTrust’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s 's portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither no party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members partners or equity owners of the Company Adviser or any other third party in connection with its your engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Investment Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyInvestment Adviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Investment Adviser or the Company Investment Adviser as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Investment Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or other equity owners of the Company Investment Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Investment Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Investment Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Investment Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members partners or equity owners of the Company Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither no party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither no party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or exhibit h.9 future partners, members or equity owners of the Company Adviser or any other third party in connection with its your engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s 's portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the Company. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company or the Company as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has the authority to waive such duties and liabilities. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Investment Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyInvestment Adviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Investment Adviser or the Company Investment Adviser as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Investment Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Investment Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Investment Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Investment Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Investment Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Manager acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyManager. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Manager or the Company Manager as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Manager and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Manager or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Manager has the authority to waive such duties and liabilities. Furthermore, the Company Manager agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Manager on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Sub-Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanySub-Adviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Sub-Adviser or the Company Sub-Adviser as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Sub-Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Sub-Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Sub-Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Sub-Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Sub-Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any Exhibit h.15 opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the Company. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company or the Company as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has the authority to waive such duties and liabilities. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither no party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members partners or equity owners of the Company Adviser or any other third party in connection with its your engagement hereunder, all of which are hereby expressly waived to the extent the Company has Adviser have the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is they are solely responsible for making its their own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges Companies acknowledge that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyCompanies. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Companies or the Company Companies as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Companies and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Companies or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has Companies have the authority to waive such duties and liabilities. Furthermore, the Company agrees Companies agree that it is they are solely responsible for making its their own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Companies on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Investment Manager acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither The Investment Manager hereby acknowledges that your engagement under this Agreement nor is as an independent contractor and not in any other capacity, including as a fiduciary. Furthermore, the performance Investment Manager agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the services contemplated hereunder shall be considered to constitute a partnership, association Investment Manager on related or joint venture between you and the Companyother matters). In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Investment Manager or the Company Investment Manager as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Investment Manager and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Investment Manager or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Investment Manager has the authority to waive such duties and liabilities. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Investment Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyInvestment Adviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Investment Adviser or the Company Investment Adviser as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Investment Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members stockholders or other equity owners of the Company Investment Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Investment Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Investment Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Investment Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you the undersigned are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of youthe undersigned, and you the undersigned are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you the undersigned and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you each of the undersigned as the agent or employee of the Company Adviser or the Company Adviser as your the agent or employeeemployee of each of the undersigned, and neither party shall make any representation to the contrary. It is understood that you are each of the undersigned is engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are each of the undersigned is not acting as an agent or fiduciary of, and you it shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you the undersigned have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither no party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Adviser or any other third party in connection with its your engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Companies acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s Trust's portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyCompanies. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Companies or the Company Companies as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Companies and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Companies or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has Companies have the authority to waive such duties and liabilities. Furthermore, the each Company agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Advisor acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdvisor. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Advisor or the Company Advisor as your agent or employee, and neither no party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Advisor and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Advisor or any other third party in connection with its your engagement hereunder, all of which are hereby expressly waived to the extent the Company Advisor has the authority to waive such duties and liabilities. Furthermore, the Company Advisor agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Advisor on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has the authority to waive such duties and liabilitiespermitted under applicable law. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind regarding Fund portfolio securities or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the Company. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company or the Company as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members stockholders or other equity owners of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has the authority to waive such duties and liabilities. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the Company. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company or the Company as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has the authority to waive such duties and liabilities. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company on related or other matters).. exhibit h.19

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges Advisers acknowledge that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdvisers. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company either Adviser or the Company either Adviser as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Advisers and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Advisers or any other third party in connection with its their engagement hereunder, all of which are hereby expressly waived to the extent the Company each Adviser has the authority to waive such duties and liabilities. Furthermore, the Company each Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company either Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you the undersigned are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the FundTrust’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of youthe undersigned, and you the undersigned are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you the undersigned and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you each of the undersigned as the agent or employee of the Company Adviser or the Company Adviser as your the agent or employeeemployee of each of the undersigned, and neither party shall make any representation to the contrary. It is understood that you are each of the undersigned is engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are each of the undersigned is not acting as an agent or fiduciary of, and you it shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has the authority to waive such duties and liabilitieswaived. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you the undersigned have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you CGMI and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you CGMI as the agent or employee of the Company Adviser or the Company Adviser as your the agent or employeeemployee of CGMI, and neither party shall make any representation to the contrary. It is understood that you are CGMI is engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are CGMI is not acting as an agent or fiduciary of, and you CGMI shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges Adviser and Subadviser acknowledge that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser or Subadviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or Subadviser or the Company Adviser or Subadviser as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and Subadviser, and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Adviser or Subadviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has Adviser and Subadviser have the authority to waive such duties and liabilities. Furthermore, the Company agrees Adviser and Subadviser agree that it is they are solely responsible for making its their own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser or Subadviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Advisor acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the FundTrust’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdvisor. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Advisor or the Company Advisor as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Advisor and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Advisor or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Advisor has the authority to waive such duties and liabilities. Furthermore, the Company Advisor agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Advisor on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s 's portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of youyour part, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the Company. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company or the Company as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has the authority to waive such duties and liabilities. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company GSAM acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyGSAM. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company GSAM or the Company GSAM as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company GSAM and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company GSAM or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company GSAM has the authority to waive such duties and liabilities. Furthermore, the Company GSAM agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company GSAM on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company acknowledges Companies acknowledge that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyCompanies. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Companies or the Company Companies as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Companies and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members or equity owners of the Company Companies or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company has Companies have the authority to waive such duties and liabilities. Furthermore, the Company agrees Companies agree that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Companies on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s 's portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither no party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members partners or equity owners of the Company Adviser or any other third party in connection with its your engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).

Not an Investment Adviser; No Fiduciary Duty. The Company Adviser acknowledges that you are not providing any advice hereunder as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s Trust's portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of you, and you are not agreeing hereby, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services. Neither this Agreement nor the performance of the services contemplated hereunder shall be considered to constitute a partnership, association or joint venture between you and the CompanyAdviser. In addition, nothing in this Agreement shall be construed to constitute you as the agent or employee of the Company Adviser or the Company Adviser as your agent or employee, and neither party shall make any representation to the contrary. It is understood that you are engaged hereunder as an independent contractor solely to provide the services described above to the Company Adviser and that you are not acting as an agent or fiduciary of, and you shall not have any duties or liability to, the current or future partners, members partners or equity owners of the Company Adviser or any other third party in connection with its engagement hereunder, all of which are hereby expressly waived to the extent the Company Adviser has the authority to waive such duties and liabilities. Furthermore, the Company Adviser agrees that it is solely responsible for making its own judgments in connection with the matters covered by this Agreement (irrespective of whether you have advised or are currently advising the Company Adviser on related or other matters).