Common use of STANDARD OF CARE; INDEMNITY Clause in Contracts

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser’s duties or obligations under this Agreement or by reason of the Adviser’s reckless disregard of its duties and obligations under this Agreement. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s 's shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser’s 's duties or obligations under this Agreement or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s 's providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ ' fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s 's obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s 's indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s 's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s 's shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser’s 's duties or obligations under this Agreement or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s 's providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses (including reasonable attorneys’ fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s 's obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s 's indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s 's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s best judgment and efforts in rendering its services to the Trust, but in no event shall this expectation be construed to create a higher standard of care than that typically owed by a fiduciary. The Adviser or the Adviser’s agents or affiliates shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment investment, or for any act or omission taken taken, or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser’s duties or obligations under this Agreement or by reason of the Adviser’s reckless disregard of its duties and obligations under this Agreement. (b) The Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and and/or (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s obligations under this Agreement, (ii) any acts or failures to act of as Adviser for which the Adviser would be liable under Section 5(a), (iiiii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iviii) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control includingcontrol, but not limited to, including acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s shareholders in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Adviser’s duties or obligations under this Agreement or by reason of the Adviser’s reckless disregard of its duties and obligations under this Agreement. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the BoardTrust. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s shareholders in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Adviser’s duties or obligations under this Agreement or by reason of the Adviser’s reckless disregard of its duties and obligations under this Agreement. The Adviser and its employees, agents, trustees and officers shall be indemnified and held harmless by a particular Fund against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ fees and expenses) incurred or suffered by the Adviser or its employees, agents, trustees or officers in connection with the good faith performance by the Adviser or its employees, agent, trustees or officers of their responsibilities to that Fund (collectively, the “Liabilities”); provided, however, that the Adviser and such persons shall not be indemnified for any Liability caused by their own bad faith, willful misfeasance or gross negligence in the performance of their responsibilities to that Fund. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s providing knowing provision of false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify indemnifiy and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the AdviserInvestment Manager, and the Adviser Investment Manager will give the Trust the benefit of, the AdviserInvestment Manager’s best judgment and efforts in rendering its services to the Trust. The Adviser Investment Manager shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the any Fund or any of the Fund’s shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the AdviserInvestment Manager’s duties or obligations under this Agreement or by reason of the AdviserInvestment Manager’s reckless disregard of its duties and obligations under this Agreement. . (b) Adviser The Investment Manager shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the AdviserInvestment Manager’s providing false or misleading information to other service providers. The Adviser Investment Manager shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the a Fund made to the Adviser Investment Manager by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser Investment Manager agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the AdviserInvestment Manager’s obligations under this Agreement, (ii) any acts or failures to act of Adviser the Investment Manager for which the Adviser Investment Manager would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser Investment Manager set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser Investment Manager in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the AdviserInvestment Manager’s indemnification obligations hereunder from any fees payable to the Adviser Investment Manager pursuant to Section 4(a). (d) The Adviser Investment Manager shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control includingcontrol, but not limited to, including acts of civil or military authority, national emergencies, labor difficulties (other than those related to the AdviserInvestment Manager’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s 's shareholders in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Adviser’s 's duties or obligations under this Agreement or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s 's providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the BoardTrust. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ ' fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s 's obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s 's indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s 's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s best judgment and efforts in rendering its services to the Trust1. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever Custodian will use reasonable care, prudence and diligence with respect to the Trust, the Fund or any of the Fund’s shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser’s duties or its obligations under this Agreement or by reason and the safekeeping of property of the Adviser’s reckless disregard of its duties and obligations under this Agreement. (b) Adviser Portfolios. The Custodian shall not be liable for the errors of other service providers to the Trustto, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s providing false or misleading information to other service providers. The Adviser and shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the TrustFund from and against any loss which shall occur as the result of the failure of the Custodian or any Sub-Custodian to exercise reasonable care, each Fund prudence and diligence with respect to their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s obligations under this AgreementAgreement and the safekeeping of the Fund’s property. 2. Without limiting and subject to the standard of care contained in Section 16(b)(1) above, (ii) any acts or failures to the Custodian shall not, in the absence of some act of Adviser for which negligence, fraud or wilful default on the Adviser would be liable under Section 5(a)part of either the Custodian or Sub-custodian, (iii) any as applicable, or material breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance reckless disregard of its obligations under this Agreement or under the sub-custody agreement between the Custodian and the relevant Sub-custodian on the part of the Custodian or Sub-custodian, as applicable, be liable for any loss or damage suffered by the Fund arising directly or indirectly as a result of or in the course of the discharge by the Custodian of its duties hereunder in good faith and each Portfolio shall indemnify and keep the Custodian indemnified against all actions, proceedings, claims and demands (including costs and expenses arising directly therefrom) which may be made against the Custodian in respect of any loss or damage sustained or suffered in connection with the performance of its duties as custodian for that Portfolio otherwise than as a result of some act of negligence, fraud or wilful default on the part of either the Custodian or Sub-custodian, as applicable, or material breach or reckless disregard of its obligations under this Agreement or under the sub-custody agreement between the Custodian and the relevant Sub-custodian on the part of the Custodian or a Sub-custodian, as applicable. 3. The Custodian shall indemnify and keep the Fund indemnified against all actions, proceedings, claims and demands (including costs and expenses arising directly therefrom) which may be made against the Fund in respect of any loss or damage sustained or suffered that arises out of or causedis attributable to some act of negligence, directly fraud or indirectlywilful default on the part of either the Custodian or any Sub-custodian, as applicable, or material breach or reckless disregard of its obligations under this Agreement or the sub-custody agreement between the Custodian and the relevant Sub-custodian on the part of the Custodian or Sub-custodian, as applicable. 4. Without limiting and subject to the standard of care contained in Section 16(b)(1) above, the Custodian will not be liable for: a. loss of profit or loss of opportunity (in either case other than claims by circumstances beyond a Portfolio to recover any reduction in the net asset value as a result of the Custodian’s negligence, wilful misconduct or fraud or arising from a material breach or reckless disregard of the obligations and duties set out in this Agreement or the Custodian’s breach of its reasonable control including, but not limited to, acts standard of civil or military authority, national emergencies, labor difficulties care contained in Section 16(b)(1) above,); b. loss of goodwill (other than those related claims relating to “goodwill” as an asset of the Fund); c. indirect, punitive or consequential losses (whether or not in the contemplation of the parties at the date of this Agreement); d. losses arising from the insolvency or any similar event affecting any broker, dealer, bank or other agent engaged in connection with the provision of services to the Adviser’s employees)Fund; or e. losses arising from the acts, fireomissions or insolvency of a central depositary, mechanical breakdownsfederal entry account system or clearing agency. 5. Without limiting and subject to the standard of care contained in Section 16(b)(1) above, flood the Custodian will not be responsible for any act, omission, or catastrophedefault of, acts or for the solvency of, any unaffiliated broker or agent (not referred to in paragraph (b)(2) above and excluding Sub-Custodians) which it or a Sub-Custodian appoints and uses unless such appointment and use is made or done negligently or in bad faith. In the event such an appointment and use is made or done negligently or in bad faith, the Custodian shall be liable to the Fund only for direct damages and expenses (determined in the manner described in paragraph (b)(1) above) resulting from such appointment and use and, in the case of Godany loss due to an act, insurrectionomission or default of such agent or broker, war, riots or only to the extent that such loss occurs as a result of the failure of the mailsagent or broker to exercise reasonable care (“reasonable care” for this purpose to be determined in light of the prevailing standards applicable to agents or brokers, transportationas appropriate, communication or power supply.in the jurisdiction where the services are

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the Trust. The Neither the Adviser nor any employee, agent, director or officer of the Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s 's shareholders in ; provided, however, that the absence of foregoing shall not absolve the Adviser for any liability resulting from the Adviser's bad faith, willful misfeasance or gross negligence in the performance of the Adviser’s 's duties or obligations under this Agreement or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. (b) The Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from are a result of the Adviser’s 's providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the BoardTrust. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ ' fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s 's obligations under this Agreement, Agreement (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s 's indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Trust agrees to indemnify and hold harmless the Adviser and its employees, agents, directors and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys' fees and expenses) of every nature and character that are based on or arise out of or in any way related to (i) any breach of the Trust's obligations under this Agreement, except to the extent caused by the Adviser's act or omission, and (ii) any breach of a representation or warranty of the Trust or the Fund set forth in this Agreement. (e) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s 's shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser’s 's duties or obligations under this Agreement or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s 's providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the BoardTrust. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ ' fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s 's obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s 's indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s 's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s 's shareholders in the absence of bad faith, willful misfeasance or negligence by the Adviser in the performance of the Adviser’s 's duties or obligations under this Agreement or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. (b) Adviser shall not be liable for the errors or ommissions of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s 's bad faith, negligence or willful misfeasance in providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ ' fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s 's obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s 's indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s 's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the TrustFund. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever whatsoever, with respect to the Trust, the Fund Fund, or any of the Fund’s 's shareholders in the absence of willful misfeasance, bad faith, willful misfeasance faith or gross negligence by the Adviser in the performance of the Adviser’s 's duties or obligations under this Agreement Agreement, or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. The Adviser acknowledges that the federal securities laws impose liabilities under certain circumstances on persons who have a fiduciary duty toward their clients and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Adviser or the Trust may have under any federal securities laws that cannot be waived. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s 's providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ ' fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s 's obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s 's indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s 's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s best judgment and efforts in rendering its services to the TrustFund. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever whatsoever, with respect to the Trust, the Fund Fund, or any of the Fund’s shareholders in the absence of willful misfeasance, bad faith, willful misfeasance faith or gross negligence by the Adviser in the performance of the Adviser’s duties or obligations under this Agreement Agreement, or by reason of the Adviser’s reckless disregard of its duties and obligations under this Agreement. The Adviser acknowledges that the federal securities laws impose liabilities under certain circumstances on persons who have a fiduciary duty toward their clients and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Adviser or the Trust may have under any federal securities laws that cannot be waived. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect duties and responsibilities of the Adviser, and the Adviser will give the Trustee shall be limited to those expressly set forth in this Trust the benefit of, the Adviser’s best judgment and efforts in rendering its services to the TrustAgreement. The Adviser Trustee shall not be answerable for the default or misconduct of the Investment Banker or any agent or attorney appointed by the Trustee in pursuance hereof; provided, however, that, in the case of such agent or attorney, Trustee selected such agent or attorney in good faith exercising reasonable care. The Trustee shall be free from liability in action on any paper, document or signature reasonably believed by the Trustee to be genuine and to have been signed by the proper party. The Trustee shall not be liable hereunder for any error of judgment nor for any act done or omitted, nor any mistake of judgment fact, nor for anything which the Trustee may do or mistake refrain from doing in good faith, except that (i) the Trustee shall be liable for the Trustee's own intentional wrongful actions or gross negligence and (ii) the Trustee's obligations under Sections 9(e) and 9(f). The Trustee may consult with counsel reasonably acceptable to IPS and the opinion of law or for any loss arising out such counsel shall be full and complete authorization and protection in respect of any investment action taken, omitted or for suffered by the Trustee in good faith and in accordance with such opinion. Each of FDC and IPS, jointly and severally, agrees to at all times protect, indemnify and save harmless the Trustee from any act liability, loss or omission taken expense of any kind or character whatsoever incurred by the Trustee in any event whatsoever connection with respect to the Trust, the Fund this Trust or any of the Fund’s shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser’s duties or obligations under this Agreement or by reason of the Adviser’s reckless disregard of its Trustee's duties and obligations under this Trust Agreement. (b) Adviser shall not be liable for , except those resulting from or arising out of the errors gross negligence or willful misconduct of other service providers to the TrustTrustee, and will assume full responsibility for, and pay all reasonable cost and expense of, any suit or litigation of any character, including any proceedings before the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or writtenFTC, with respect to the Fund made to Deposited Stock, this Trust Agreement or the Adviser by a duly authorized officer performance of the Trust; (ii) the advice of counsel to the Trust; Trustee's duties and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s obligations under this Trust Agreement, (ii) any acts or failures and if the Trustee shall be made a party thereto, IPS and FDC shall pay all reasonable costs and expenses, including reasonable counsel fees, to act of Adviser for which the Adviser would Trustee may be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands subject by any employee, agent, trustee, member or manager of the Adviser in their capacity as suchreason thereof. The indemnification provided by this Section 17 shall survive termination of this Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a)Agreement. (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect duties and responsibilities of the Adviser, and the Adviser will give the Trustee shall be limited to those expressly set forth in this Trust the benefit of, the Adviser’s best judgment and efforts in rendering its services to the TrustAgreement. The Adviser Trustee shall not be answerable for the default or misconduct of the Investment Banker or any agent or attorney appointed by the Trustee in pursuance hereof; provided, however, that, in the case of such expert or attorney, Trustee selected such agent or attorney in good faith exercising reasonable care. The Trustee shall be free from liability in action on any paper, document or signature reasonably believed by the Trustee to be genuine and to have been signed by the proper party. The Trustee shall not be liable hereunder for any error of judgment nor for any act done or omitted, nor any mistake of judgment fact, nor for anything which the Trustee may do or mistake refrain from doing in good faith, except that (i) the Trustee shall be liable for the Trustee's own intentional wrongful actions or gross negligence and (ii) the Trustee's obligations under Section 9(e). The Trustee may consult with counsel reasonably acceptable to IPS and the opinion of law or for any loss arising out such counsel shall be full and complete authorization and protection in respect of any investment action taken, omitted or for suffered by the Trustee in good faith and in accordance with such opinion. Each of FDC and IPS, jointly and severally agree to at all times protect, indemnify and save harmless the Trustee from any act liability, loss or omission taken -11- expense of any kind or character whatsoever incurred by the Trustee in any event whatsoever connection with respect to the Trust, the Fund this Trust or any of the Fund’s shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser’s duties or obligations under this Agreement or by reason of the Adviser’s reckless disregard of its Trustee's duties and obligations under this Trust Agreement. (b) Adviser shall not be liable for , except those resulting from or arising out of the errors gross negligence or willful misconduct of other service providers to the TrustTrustee, and will assume full responsibility for, and pay all reasonable cost and expense of, any suit or litigation of any character, including any proceedings before the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or writtenFTC, with respect to the Fund made to Deposited Stock, this Trust Agreement or the Adviser by a duly authorized officer performance of the Trust; (ii) the advice of counsel to the Trust; Trustee's duties and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s obligations under this Trust Agreement, (ii) any acts or failures and if the Trustee shall be made a party thereto, IPS and FDC shall pay all reasonable costs and expenses, including reasonable counsel fees, to act of Adviser for which the Adviser would Trustee may be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands subject by any employee, agent, trustee, member or manager of the Adviser in their capacity as suchreason thereof. The Trust is hereby authorized to deduct any amounts payable in respect indemnification provided by this Section 17 shall survive termination of the Adviser’s indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a)this agreement. (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s 's shareholders in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Adviser’s 's duties or obligations under this Agreement or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. The Adviser and its employees, agents, trustees and officers shall be indemnified and held harmless by a particular Fund against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys' fees and expenses) incurred or suffered by the Adviser or its employees, agents, trustees or officers in connection with the good faith performance by the Adviser or its employees, agent, trustees or officers of their responsibilities to that Fund (collectively, the "Liabilities"); provided, however, that the Adviser and such persons shall not be indemnified for any Liability caused by their own bad faith, willful misfeasance or gross negligence in the performance of their responsibilities to that Fund. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s providing 's knowing provision of false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify indemnifiy and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ ' fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s 's obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s 's indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s 's shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser’s 's duties or obligations under this Agreement or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. (b) Adviser shall not be liable for the errors or omissions of other service providers to the Trust, including but not limited to the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s 's providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ ' fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s 's obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser Trust agrees to indemnify and hold harmless the Adviserand its employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys' fees and expenses) arising out of or in any way related to (i) any breach of the Trust's obligations under this Agreement, (ii) any acts or failures to act of Trust under this Agreement, (iii) any breach of a representation or warranty of the Trust set forth in this Agreement and (iv) claims or demands by any employee,, trustee, or manager of the Trust in their capacity as such, arising solely under this Agreement. (e) No party shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s party's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s 's shareholders in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Adviser’s 's duties or obligations under this Agreement or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. The Adviser and its employees, agents, trustees and officers shall be indemnified and held harmless by a particular Fund against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys' fees and expenses) incurred or suffered by the Adviser or its employees, agents, trustees or officers in connection with the good faith performance by the Adviser or its employees, agent, trustees or officers of their responsibilities to that Fund (collectively, the "Liabilities"); provided, however, that the Adviser and such persons shall not be indemnified for any Liability caused by their own bad faith, willful misfeasance or gross negligence in the performance of their responsibilities to that Fund. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s providing 's knowing provision of false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ ' fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s 's obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s 's indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s 's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the TrustFund. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s 's shareholders in the absence of willful misfeasance, bad faith, willful misfeasance faith or gross negligence by the Adviser in the performance of the Adviser’s 's duties or obligations under this Agreement or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. The Adviser acknowledges that the federal securities laws impose liabilities under certain circumstances on persons who have a fiduciary duty toward their clients and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Adviser or the Trust may have under any federal securities laws that cannot be waived. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing pricing, services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s 's providing false or misleading information to other service providers. .. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ ' fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s 's obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s 's indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s 's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s 's shareholders in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Adviser’s 's duties or obligations under this Agreement or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s 's providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ ' fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s 's obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any material breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s 's indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s 's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the Trust. The However, the Adviser shall not be liable hereunder under this Section 5 or otherwise under this Agreement, for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s 's shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser’s 's duties or obligations under this Agreement or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s 's providing false or misleading information to other service providers. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) informationinformation provided, or, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser Adviser, by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ ' fees and expenses) of every nature and character arising out of or in any way related to (i) any breach of the Adviser’s 's obligations under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s 's indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s 's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s 's best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s 's shareholders in the absence of bad faith, willful misfeasance or negligence in the performance of the Adviser’s 's duties or obligations under this Agreement or by reason of the Adviser’s 's reckless disregard of its duties and obligations under this Agreement. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of pricing services, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from conduct by the Adviser’s providing false Adviser that constitutes bad faith, willful misfeasance, negligence, or misleading information to other service providersreckless disregard of its duties and obligations under this Agreement. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Trust or the Fund or that the Trust or the Fund will perform comparably with any standard or index, including other clients of the Adviser, whether public or private. (d) The Adviser and the Trust on behalf of the Fund, shall indemnify and hold harmless the Trustother party and the shareholders, each Fund directors, officers and their respective employeesemployees of the other party (any such person, agentsan "Indemnified Party") against any loss, trustees and officers against and from any and all claimsliability, demandsclaim, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses damage or expense (including the reasonable attorneys’ cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees and expensesincurred in connection therewith) of every nature and character arising out of the Indemnified Party's performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in any way related to (i) any breach the performance of the Adviser’s duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement, (ii) any acts or failures to act of Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (de) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s 's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

STANDARD OF CARE; INDEMNITY. (a) The Trust shall expect of the Adviser, and the Adviser will give the Trust the benefit of, the Adviser’s best judgment and efforts in rendering its services to the Trust. The Adviser shall not be liable hereunder for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission taken or in any event whatsoever with respect to the Trust, the a Fund or any of the a Fund’s shareholders in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Adviser’s duties or obligations under this Agreement or by reason of the Adviser’s reckless disregard of its duties and obligations under this Agreement. (b) Adviser shall not be liable for the errors of other service providers to the Trust, including the errors of any pricing servicesservice, administrator, fund accountant, custodian or transfer agent to the Trust, unless such errors arise from the Adviser’s providing false or misleading information to other service providersgross negligence. The Adviser shall not be liable to the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or requests, whether oral or written, with respect to the a Fund made to the Adviser by a duly authorized officer of the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board or any agent of the Board. (c) The Adviser agrees to indemnify and hold harmless the Trust, each Fund and their respective employees, agents, trustees and officers against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, fees and expenses (including reasonable attorneys’ fees and expenses) of every nature and character arising out of of, or in any way related to to, (i) any breach of the Adviser’s obligations under this Agreement, (ii) any acts or failures to act of the Adviser for which the Adviser would be liable under Section 5(a), (iii) any breach of a representation or warranty of the Adviser set forth in this Agreement Agreement, and (iv) claims or demands by any employee, agent, trustee, member or manager of the Adviser in their capacity as such. The Trust is hereby authorized to deduct any amounts payable in respect of the Adviser’s indemnification obligations hereunder from any fees payable to the Adviser pursuant to Section 4(a). (d) The Adviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, but not limited to, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.