Common use of Scope of Liability; Indemnification Clause in Contracts

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any Fund or to any shareholder of any Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trustees. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManager, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought determination that the Indemnitee was not liable by reason of disabling conduct or, (ii) in accordance with the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that Investment Company Act and any interpretations or guidance by the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding Securities Exchange Commission or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trusteesits staff thereunder. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement, provided, however, that (i) the Indemnitee shall provide security considered in the sole discretion of the Fund to be appropriate for such undertaking, (ii) the Fund shall be insured against losses arising from any such advance payments, or (iii) either a majority of the Trustees of the Fund who are neither “interested persons” of the Fund 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 Indemnitee ultimately will be found entitled to indemnification. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any the Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the TrustBoard, further provided that such counsel’s 's determination be written and provided to the Board of TrusteesBoard. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManager, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission ommission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed oposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) an independent legal counsel selected by in a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trusteesopinion. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement, provided, however, that (i) the Indemnitee shall provide security considered in the sole discretion of the Fund to be appropriate for such undertaking, (ii) the Fund shall be insured against losses arising from any such advance payments, or (iii) either a majority of the Trustees of the Fund who are neither “interested persons” of the Fund 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 Indemnitee ultimately will be found entitled to indemnification. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the TrustBoard, further provided that such counsel’s determination be written and provided to the Board of TrusteesBoard. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any Fund or to any shareholder of any Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the applicable Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the applicable Trust, further provided that such counsel’s determination be written and provided to the such Board of Trustees. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManager, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought determination that the Indemnitee was not liable by reason of disabling conduct or, (ii) in accordance with the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that Investment Company Act and any interpretations or guidance by the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding Securities Exchange Commission or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trusteesits staff thereunder. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement, provided, however, that (i) the Indemnitee shall provide security considered in the sole discretion of the Fund to be appropriate for such undertaking, (ii) the Fund shall be insured against losses arising from any such advance payments, or (iii) either a majority of the Directors of the Fund who are neither “interested persons” of the Fund 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 Indemnitee ultimately will be found entitled to indemnification. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any the Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the TrustBoard, further provided that such counsel’s determination be written and provided to the Board of TrusteesBoard. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManager, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission ommission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed oposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) an independent legal counsel selected by in a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trusteesopinion. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement; provided, however, that (i) the Indemnitee shall provide security considered in the sole discretion of the Fund to be appropriate for such undertaking, (ii) the Fund shall be insured against losses arising from any such advance payments, or (iii) either a majority of the Trustees of the Fund who are neither “interested persons” of the Fund 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 Indemnitee ultimately will be found entitled to indemnification. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManager, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder member of any the Fund, for any act or omission ommission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed oposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) an independent legal counsel selected by in a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trusteesopinion. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement, provided, however, that (i) the Indemnitee shall provide security considered in the sole discretion of the Fund to be appropriate for such undertaking, (ii) the Fund shall be insured against losses arising from any such advance payments, or (iii) either a majority of the Managers of the Fund who are neither “interested persons” of the Fund 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 Indemnitee ultimately will be found entitled to indemnification. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees employees, or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs costs, and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund Trust nor parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of TrusteesFund’s Board. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManager, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission ommission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed oposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) an independent legal counsel selected by in a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trusteesopinion. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement, provided, however, that (i) the Indemnitee shall provide security considered in the sole discretion of the Fund to be appropriate for such undertaking, (ii) the Fund shall be insured against losses arising from any such advance payments, or (iii) either a majority of the Directors of the Fund who are neither “interested persons” of the Fund 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 Indemnitee ultimately will be found entitled to indemnification. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManager, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder investor of any the Fund, for any act or omission ommission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliateits affiliates, their affiliates and any of their respective partners, members, directors, officers, employees or shareholders employees, and investors (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs costs, and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trustees. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise compromise, or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement; provided, however, that (i) the term “interested person” Indemnitee shall have the same meaning set forth provide security considered in the Investment Company Actsole discretion of the Fund to be appropriate for such undertaking; (ii) the Fund shall be insured against losses arising from any such advance payments; or (iii) either a majority of the Independent Directors that are not 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 Indemnitee ultimately will be found entitled to indemnification.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManager, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder investor of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, its affiliates (including any Investment Manager Affiliateaffiliated sub-adviser), their affiliates and any of their respective partners, members, directors, officers, employees or shareholders employees, and investors (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs costs, and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders investors by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trustees. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise compromise, or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement; provided, however, that (i) the term “interested person” Indemnitee shall have the same meaning set forth provide security considered in the Investment Company Actsole discretion of the Fund to be appropriate for such undertaking; (ii) the Fund shall be insured against losses arising from any such advance payments; or (iii) either a majority of the Independent Directors that are not 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 Indemnitee ultimately will be found entitled to indemnification.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any the Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees employees, or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs costs, and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust All Asset VRP Fund who are neither “interested persons” of the applicable Fund nor not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the TrustAll Asset VRP Fund, further provided that such counsel’s determination be written and provided to the Board of TrusteesBoard. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any the Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees employees, or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs costs, and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust Reinsurance Risk Premium Interval Fund who are neither “interested persons” of the applicable Fund nor not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the TrustReinsurance Risk Premium Interval Fund, further provided that such counsel’s determination be written and provided to the Board of TrusteesBoard. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManager, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder member of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) an independent legal counsel selected by in a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trusteesopinion. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement, provided, however, that (i) the Indemnitee shall provide security considered in the sole discretion of the Fund to be appropriate for such undertaking, (ii) the Fund shall be insured against losses arising from any such advance payments, or (iii) either a majority of the Managers of the Fund who are neither “interested persons” of the Fund 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 Indemnitee ultimately will be found entitled to indemnification. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManager, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder member of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “"Indemnitees”") from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s 's responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s 's duties under this Agreement (“"disabling conduct”"). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) an independent legal counsel selected by in a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trusteesopinion. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement, provided, however, that (i) the Indemnitee shall provide security considered in the sole discretion of the Fund to be appropriate for such undertaking, (ii) the Fund shall be insured against losses arising from any such advance payments, or (iii) either a majority of the Managers of the Fund who are neither "interested persons" of the Fund nor parties to the proceeding, acting on the matter, or independent legal counsel in a written opinion, shall determine, based upcn a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Indemnitee ultimately will be found entitled to indemnification. As used in this Agreement, the term “"interested person” " shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trustees. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith faith, or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees employees, or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs costs, and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund Trust nor parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the TrustTrustees, further provided that such counsel’s determination be written and provided to the Board of TrusteesFund’s Board. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateAdviser, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate Adviser shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save hold harmless the Investment ManagerAdviser, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager AffiliateAdviser’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the TrustBoard, further provided that such counsel’s determination be written and provided to the Board of TrusteesBoard. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. A. No Clinton Indemnified Party (aas defined in Section 11.C below) In shall be liable, responsible or accountable in damages or otherwise to Imation or its shareholders for any action taken or failure to act on behalf of Imation within the absence scope of the Services to be provided by the Service Provider pursuant to this Agreement, unless such action or omission was performed or omitted fraudulently, or constituted willful misfeasancemisconduct or gross negligence. B. No Imation Indemnified Party (as defined in Section 11.D below) shall be liable, responsible or accountable in damages or otherwise to the Service Provider or its Affiliates for any action taken or failure to act pursuant to this Agreement, unless such action or omission was performed or omitted fraudulently, or constituted willful misconduct or gross negligence. C. Imation will, to the maximum extent permitted under applicable law, indemnify and hold harmless the Service Provider, any Person controlling, controlled by or under common control with the Service Provider or any of its Affiliates and each of their respective members, partners, principals, managers, officers, employees, agents, consultants and the legal representatives of any of them (each, a “Clinton Indemnified Party”), from and against any loss or expense suffered or sustained by a Clinton Indemnified Party arising out of the Services and/or Capacity provided hereunder, including, without limitation, any judgment, settlement, attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened Proceeding (collectively, “Losses”), provided that such Losses did not result from the fraud, gross negligence or willful misconduct of a Clinton Indemnified Party. Clinton Indemnified Parties will be indemnified with respect to gross negligence, dishonesty or bad faith of any broker or agent of such Clinton Indemnified Party, provided that such broker or agent was selected, engaged or retained by such Clinton Indemnified Party in good faith. Imation will advance to any Clinton Indemnified Party attorneys’ fees and other costs and expenses incurred in connection with the defense of any Proceeding for which such Clinton Indemnified Party is entitled to be indemnified by Imation pursuant to this Agreement; provided, that it receive a written acknowledgement in form and substance reasonably acceptable to Imation that such Clinton Indemnified Party shall promptly repay to Imation the amount of any such advance paid to it if it shall be determined by a court order that such Clinton Indemnified Party was not entitled to be indemnified by Imation in connection with such action or proceeding. The Clinton Indemnified Parties may consult with counsel and accountants in respect of the services provided to Imation hereunder, and be fully protected and justified in any action or inaction which is taken in accordance with the advice or opinion of such counsel or accountants, provided that they will have been selected in good faith. The foregoing provisions will survive the termination of this Agreement. D. The Service Provider will, to the maximum extent permitted under applicable law, indemnify and hold harmless Imation, Imation RIA, their Affiliates and each of their respective members, partners, principals, managers, officers, employees, agents, consultants and the legal representatives of any of them (each, an “Imation Indemnified Party”), from and against any Losses suffered or sustained by an Imation Indemnified Party arising out of the fraud, gross negligence on or willful misconduct of a Clinton Indemnified Party. The Service Provider and/or its Affiliate(s) will advance to any Imation Indemnified Party attorneys’ fees and other costs and expenses incurred in connection with the part defense of any Proceeding for which such Imation Indemnified Party is entitled to be indemnified by the Investment Manager Service Provider pursuant to this Agreement; provided, that they/it receive a written acknowledgement in form and substance reasonably acceptable to the Service Provider and/or its Affiliate(s) that such Imation Indemnified Party shall promptly repay to the Service Provider and/or its Affiliate(s) the amount of any Investment Manager Affiliate, or reckless disregard such advance paid to it if it shall be determined by a court order that such Imation Indemnified Party was not entitled to be indemnified by the Service Provider in connection with such Proceeding. The Imation Indemnified Parties may consult with counsel and accountants in respect of its obligations under this Agreement, and duties hereunderbe fully protected and justified in any action or inaction which is taken in accordance with the advice or opinion of such counsel or accountants, provided that they will have been selected in good faith. The foregoing provisions will survive the termination of this Agreement. E. Notwithstanding any of the foregoing to the contrary, the Investment Manager and any Investment Manager Affiliate shall provisions of this Section 11 will not be subject construed so as to provide for the indemnification of any Clinton Indemnified Party or any Imation Indemnified Party 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 any Fund or the extent (but only to any shareholder the extent) that such indemnification would be in violation of any Fundapplicable law, for any act or omission in but will be construed so as to effectuate the course of, or connected with, rendering services hereunder. Each Fund shall, foregoing provisions to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trustees. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. [The parties hereto acknowledge that the Investment Manager and its officers, directors, members, partners, employees, equity-holders, agents and affiliates are beneficiaries of and shall be bound by and deemed subject to the exculpation and indemnification provisions of Section [NUMBER] of the limited partnership agreement of the Fund. (a) In the absence of a breach of fiduciary duty [(including, without limitation, the Investment Manager's intentional, reckless or negligent conduct that constitutes a breach of fiduciary duty under the Advisers Act)], willful misfeasance, bad faith faith, or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManager, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder investor of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliateits affiliates, their affiliates and any of their respective partners, members, directors, officers, employees or shareholders employees, and investors (the “"Indemnitees”") from and against any and all claims, liabilities, damages, losses, costs costs, and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s 's responsibilities hereunder[, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund]; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders investors by reason of breach of fiduciary duty [(including, without limitation, such Indemnitee's intentional, reckless or negligent conduct that constitutes a breach of fiduciary duty under the Advisers Act)], willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the Indemnitee’s 's duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) Agreement[, in each case, as determined by a final decision on the merits by non-appealable judgment of a court of competent jurisdiction]. Any indemnification amount paid to an Indemnitee hereunder shall be reduced by amounts received by such Indemnitee from other available sources (including portfolio companies and insurance coverage of either a portfolio company or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties provided for pursuant to the proceeding or (Blimited partnership agreement) legal counsel selected by a vote of a majority of the Board of Trustees of the Trust, further provided that and such counsel’s determination be written and provided Indemnitee shall refund any indemnification payments to the Board extent of Trusteesamounts subsequently received from such other sources. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise compromise, or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement; provided, however, that (i) the term “interested person” Indemnitee shall have the same meaning set forth provide security considered in the Investment Company Actsole discretion of the Fund to be appropriate for such undertaking; (ii) the Fund shall be insured against losses arising from any such advance payments; or (iii) [either a majority of the Independent [Directors/Managers] that are not 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 Indemnitee ultimately will be found entitled to indemnification.]

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any the Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the TrustBoard, further provided that such counsel’s 's determination be written and provided to the Board of TrusteesBoard. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.. 40730583_2

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateAdviser, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate Adviser shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment ManagerAdviser, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager AffiliateIndemnitee’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, howeverfurther, that no Indemnitee shall be indemnified against any liability to any Fund or its shareholders expense is incurred by reason of the Indemnitee’s willful misfeasance, bad faith, or gross negligence or reckless disregard of the such Indemnitee’s duties under this Agreement obligations hereunder (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct conduct, by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the TrustBoard, further provided that such counsel’s determination be written and provided to the Board. In addition, with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any the Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust Directors who are neither “interested persons” of the applicable Fund nor not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the TrustBoard, further provided that such counsel’s determination be written and provided to the Board of TrusteesBoard. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any Fund or to any shareholder of any Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the applicable Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the applicable Trust, further provided that such counsel’s determination be written and provided to the such Board of Trustees. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManagement, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate Management shall not be subject to any liability to any Fund the Company or to any shareholder member of any Fundthe Company, for any act or omission in the course of, or connected with, rendering services hereunder. Each Fund The Company shall, to the fullest extent permitted by law, indemnify and save harmless the Investment ManagerManagement, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager AffiliateManagement’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such Fundthe Company; provided, however, that no Indemnitee shall be indemnified against any liability to any Fund the Company or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) an independent legal counsel selected by in a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trusteesopinion. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a Fund the Company in advance of the final disposition of a proceeding upon receipt by the Fund Company of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such Fund the Company if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement, provided, however, that (i) the Indemnitee shall provide security considered in the sole discretion of the Company to be appropriate for such undertaking, (ii) the Company shall be insured against losses arising from any such advance payments, or (iii) either a majority of the Managers of the Company who are neither “interested persons” of the Company 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 Indemnitee ultimately will be found entitled to indemnification. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company ActMalaysia Companies ▇▇▇ ▇▇▇▇.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManager, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder member of any the Fund, for any act or omission ommission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed oposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) an independent legal counsel selected by in a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trustees. (b) opinion. Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement, provided, however, that (i) the Indemnitee shall provide security considered in the sole discretion of the Manager to be appropriate for such undertaking, (ii) the Fund shall be insured against losses arising from any such advance payments, or (iii) either the Manager of the Fund who are neither “interested persons” of the Fund 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 Indemnitee ultimately will be found entitled to indemnification. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateAdviser, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate Adviser shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the Investment ManagerAdviser, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager AffiliateIndemnitee’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, howeverfurther, that no Indemnitee shall be indemnified against any liability to any Fund or its shareholders expense is incurred by reason of the Indemnitee’s willful misfeasance, bad faith, or gross negligence or reckless disregard of the such Indemnitee’s duties under this Agreement obligations hereunder (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct conduct, by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the TrustBoard, further provided that such counsel’s determination be written and provided to the Board. In addition, with respect to any action, suit or other proceeding voluntarily prosecuted by any Indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such Indemnitee was authorized by a majority of the full Board of Trustees. (bc) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateManager, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any the Fund or to any shareholder member of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by Delaware law, indemnify and save hold harmless the Investment Manager, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, contractors, affiliates, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, ; provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders members by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conductDisabling Conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that does not find the Indemnitee was not liable by reason of disabling conduct Disabling Conduct or, (ii) in the absence of such a decision, a reasonable determinationdetermination by an independent legal counsel in a written opinion acceptable to Indemnitee in Indemnitee’s reasonable discretion, that the Indemnitee was not liable by reason of Disabling Conduct based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the Trust, further provided that such counsel’s determination be written and provided to the Board of Trustees. (b) ExpensesUpon a discovery of any claim, including reasonable counsel fees lawsuit or other proceeding for which Manager is entitled to or claims indemnification pursuant to Section 7(a) hereinabove, Manager shall give prompt written notice to the Fund of such claim, lawsuit or proceeding, provided, that the failure of the Manager to provide such notice shall not relieve the Fund of any indemnification obligation under this Section 7(a) unless the Fund shall have been materially prejudiced thereby. The Fund shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Board to the Manager of its election to assume the defense of any such claim, lawsuit or proceeding, the Fund shall not be liable to the Manager under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Indemnitee Manager in connection with investigating, preparing to defend or defending any such claim, lawsuit or other proceeding. If the Fund does not elect (or fails to elect) to assume the defense of any such claim, lawsuit or proceeding, the Manager shall have the right to assume the defense of such claim, lawsuit or proceeding as it deems appropriate, but excluding amounts paid in satisfaction of judgmentsit shall not settle any such claim, in compromise lawsuit or as fines or penalties), shall be paid from time to time by a Fund in advance proceeding without the consent of the final disposition Fund (which consent shall not be unreasonably withheld, conditioned or delayed). (c) The Fund shall promptly pay, (and/or advance to the extent reasonably required) each Manager for reasonable legal or other expenses (as incurred) of a such Manager in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee for which such Manager may be indemnified pursuant to repay amounts so paid to such Fund Section 7(a); provided, that if it is ultimately finally judicially determined that indemnification of such expenses Manager is not authorized under this Agreement. As used in this Agreemententitled to the indemnification provided by Section 7(a), then such Manager shall promptly reimburse the term “interested person” shall have the same meaning set forth in the Investment Company ActFund for any reimbursed or advanced expenses.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager AffiliateAdviser, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate Adviser shall not be subject to any liability to any the Fund or to any shareholder of any the Fund, for any act or omission in the course of, or connected with, rendering services hereunder. Each The Fund shall, to the fullest extent permitted by law, indemnify and save hold harmless the Investment ManagerAdviser, any Investment Manager Affiliate, their its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager AffiliateAdviser’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such the Fund; provided, however, that no Indemnitee shall be indemnified against any liability to any the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust Directors who are neither “interested persons” of the applicable Fund nor not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the TrustBoard, further provided that such counsel’s determination be written and provided to the Board of TrusteesBoard. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a the Fund in advance of the final disposition of a proceeding upon receipt by the Fund of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such the Fund if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.

Scope of Liability; Indemnification. (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment Manager and any Investment Manager Affiliate, or reckless disregard of its obligations and duties hereunder, the Investment Manager and any Investment Manager Affiliate shall not be subject to any liability to any Fund a Portfolio or to any shareholder of any Funda Portfolio, for any act or omission in the course of, or connected with, rendering services hereunder. Each Fund Portfolio shall, to the fullest extent permitted by law, indemnify and save harmless the Investment Manager, any Investment Manager Affiliate, their affiliates and any of their respective partners, members, directors, officers, employees or shareholders (the “Indemnitees”) from and against any and all claims, liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise out of or in connection with the performance or non-performance of or by the Indemnitee of any of the Investment Manager’s or Investment Manager Affiliate’s responsibilities hereunder, provided that an Indemnitee shall be entitled to indemnification hereunder only if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of such Fundthe Portfolio; provided, however, that no Indemnitee shall be indemnified against any liability to any Fund the Portfolio or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Indemnitee’s duties under this Agreement (“disabling conduct”). An Indemnitee is entitled to indemnification hereunder only upon (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnitee was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that the Indemnitee was not liable by reason of disabling conduct by either (A) the vote of a majority of a quorum of the Trustees of the Trust who are neither “interested persons” of the applicable Fund nor not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board of Trustees of the TrustBoard, further provided that such counsel’s determination be written and provided to the Board of TrusteesBoard. (b) Expenses, including reasonable counsel fees incurred by the Indemnitee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by a Fund Portfolio in advance of the final disposition of a proceeding upon receipt by the Fund Portfolio of an undertaking by or on behalf of the Indemnitee to repay amounts so paid to such Fund the Portfolio if it is ultimately determined that indemnification of such expenses is not authorized under this Agreement. As used in this Agreement, the term “interested person” shall have the same meaning set forth in the Investment Company Act.