Common use of Standard of Care; Limitation of Liability; Indemnification Clause in Contracts

Standard of Care; Limitation of Liability; Indemnification. (a) FCS shall be under no duty to take any action except as set forth in Section 2 hereof or as specifically set forth herein or as may be specifically agreed to by FCS in writing. FCS shall use its best judgment and efforts in rendering the services described in this Agreement. FCS shall not be liable to the Trust or any of the Trust’s shareholders for any action or inaction of FCS relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of FCS’s duties or obligations under this Agreement or by reason of FCS’s reckless disregard of its duties and obligations under this Agreement. (b) The Trust agrees to indemnify and hold harmless FCS, its employees and agents, directors and officers, including, without limitation, the CCO (“FCS Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, and reasonable counsel fees arising out of FCS’s actions taken or failures to act with respect to the Trust that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a “FCS Claim”), so long as such actions or inactions do not constitute a breach of this Agreement or any representation or warranty contained herein. The Trust shall not be required to indemnify any FCS Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the FCS Claim in its own name or in the name of the FCS Indemnitee. (c) FCS agrees to indemnify and hold harmless the Trust, its employees, trustees, officers and agents (“Trust Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of (i) FCS’s actions taken or failures to act with respect to the Trust that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) [any breach of FCS’s representation set forth in Section 4 (a “Trust Claim”) (iii) any breach of this Agreement, or any representation or warranty contained herein, by FCS, or (iv) FCS’s violation of law, regulation or order. FCS shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A FCS Indemnitee shall not be liable for any action taken or failure to act in reasonable and good faith reliance upon, and in its performance of its duties hereunder arising out of: (i) the advice of the Trust, the Trust’s outside counsel, counsel to the Trust’s independent trustees or the Trust’s independent accountants; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that FCS has such reasonable belief in good faith, FCS shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and FCS may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by FCS to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by FCS to be genuine and to have been signed or presented by or on behalf of the Trust; and no FCS Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS reasonably believes in good faith to be genuine. (e) FCS shall not be liable for the errors of other Service Providers or their systems, except to the extent such Service Provider is an affiliate of FCS.

Standard of Care; Limitation of Liability; Indemnification. (a) FCS shall be under no duty to take any action except as set forth in Section 2 hereof or as specifically set forth herein or as may be specifically agreed to by FCS in writing. FCS shall use its best judgment and efforts in rendering the services described in this Agreement. FCS shall not be liable to the Trust Fund or any of the TrustFund’s shareholders stockholders for any action or inaction of FCS relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance or negligence in the performance of FCS’s ’ duties or obligations under this Agreement or by reason of FCS’s reckless disregard of its duties and obligations under this Agreement. (b) The Trust agrees to indemnify and hold harmless FCS. Further, its employees and agents, directors and officers, including, without limitation, the CCO (“FCS Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, and reasonable counsel fees arising out of FCS’s actions taken or failures to act with respect to the Trust that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a “FCS Claim”), so long as such actions or inactions do not constitute a breach of this Agreement or any representation or warranty contained herein. The Trust shall not be required to indemnify any FCS Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the FCS Claim in its own name or in the name of the FCS Indemnitee. (c) FCS agrees to indemnify and hold harmless the Trust, its employees, trustees, officers and agents (“Trust Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of (i) FCS’s actions taken or failures to act with respect to the Trust that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) [any breach of FCS’s representation set forth in Section 4 (a “Trust Claim”) (iii) any breach of this Agreement, or any representation or warranty contained herein, by FCS, or (iv) FCS’s violation of law, regulation or order. FCS shall not be required liable to indemnify the Fund or any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A FCS Indemnitee shall not be liable Fund’s stockholders for any action taken or failure to act in reasonable and good faith reliance upon, and in its performance of its duties hereunder arising out of: (i) the advice and opinion of the Trust, the Trust’s outside Fund counsel, counsel to the Trust’s independent trustees or the Trust’s independent accountants;; and (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that FCS has such reasonable belief in good faith, FCS shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, ; and FCS may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by FCS to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by FCS to be genuine and to have been signed or presented by or on behalf of the Trust; and no FCS Indemnitee shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS reasonably believes in good faith to be genuine. (eb) The Fund agrees to indemnify and hold harmless FCS, its employees, agents, trustees, officers and managers and any person who controls FCS within the meaning of section 15 of the Securities Act or Section 20 of the Exchange Act (“FCS Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings or investigations, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to FCS’s actions taken or failures to act with respect to the Fund in connection with the performance of any duties or obligations under this Agreement (a “FCS Claim”); provided, however, that nothing contained herein shall entitle a FCS Indemnitee to indemnification with respect to any FCS Claim arising from FCS’ own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement . For purposes of this Agreement, FCS’ bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by FCS consistent with the last sentence of Section 3(a). Further, the Fund shall not be required to indemnify any FCS Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee does not give the Fund written notice of and reasonable opportunity to defend against the FCS Claim in its own name or in the name of the FCS Indemnitee. (c) FCS agrees to indemnify and hold harmless the Fund, its employees, agents, trustees, officers and managers (“Fund Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings and investigations, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to (i) FCS’ actions taken or failures to act with respect to the Fund that are not consistent with Section 3(a); (ii) any breach of this Agreement with FCS; or (iii) any breach of FCS’ representations set forth in Section 4 (a “Fund Claim”). FCS shall not be required to indemnify any Fund Indemnitee if, prior to confessing any Fund Claim against the Fund Indemnitee, the Fund or the Fund Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Fund Claim in its own name or in the name of the Fund Indemnitee. (d) FCS shall not be liable for the errors of other Service Providers service providers to the Fund or their systems. (e) The Fund, except and not FCS, shall be solely responsible for approval of the designation and approval of compensation of the Fund CCO, as well as for removing the CCO from his or her responsibilities related to the extent such Service Provider is an affiliate of FCSFund in accordance with Rule 38a-1.

Standard of Care; Limitation of Liability; Indemnification. (a) FCS shall be under no duty to take any action except as set forth in Section 2 hereof or as specifically set forth herein or as may be specifically agreed to by FCS in writing. FCS shall use its best judgment and efforts in rendering the services described in this Agreement. FCS shall not be liable to the Trust Fund or any of the TrustFund’s shareholders stockholders for any action or inaction of FCS relating to any event whatsoever in the absence of bad faith, reckless disregard, negligence or willful misfeasance or negligence in the performance of FCS’s ’ duties or obligations under this Agreement or by reason of FCS’s reckless disregard of its duties and obligations under this Agreement. (b) The Trust agrees to indemnify and hold harmless FCS. Further, its employees and agents, directors and officers, including, without limitation, the CCO (“FCS Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, and reasonable counsel fees arising out of FCS’s actions taken or failures to act with respect to the Trust that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a “FCS Claim”), so long as such actions or inactions do not constitute a breach of this Agreement or any representation or warranty contained herein. The Trust shall not be required to indemnify any FCS Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the FCS Claim in its own name or in the name of the FCS Indemnitee. (c) FCS agrees to indemnify and hold harmless the Trust, its employees, trustees, officers and agents (“Trust Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of (i) FCS’s actions taken or failures to act with respect to the Trust that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) [any breach of FCS’s representation set forth in Section 4 (a “Trust Claim”) (iii) any breach of this Agreement, or any representation or warranty contained herein, by FCS, or (iv) FCS’s violation of law, regulation or order. FCS shall not be required liable to indemnify the Fund or any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A FCS Indemnitee shall not be liable Fund’s stockholders for any action taken or failure to act in reasonable and good faith reliance upon, and in its performance of its duties hereunder arising out of: (i) the advice and opinion of the Trust, the Trust’s outside Fund counsel, counsel to the Trust’s independent trustees or the Trust’s independent accountants;; and (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that FCS has such reasonable belief in good faith, FCS shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, ; and FCS may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by FCS to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by FCS to be genuine and to have been signed or presented by or on behalf of the Trust; and no FCS Indemnitee shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS reasonably believes in good faith to be genuine. (eb) The Fund agrees to indemnify and hold harmless FCS, its employees, agents, trustees, officers and managers and any person who controls FCS within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (“FCS Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings or investigations, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to FCS’ actions taken or failures to act with respect to the Fund in connection with the performance of any duties or obligations under this Agreement (a “FCS Claim”); provided, however, that nothing contained herein shall entitle a FCS Indemnitee to indemnification with respect to any FCS Claim arising from FCS’ own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement . For purposes of this Agreement, FCS’ bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by FCS consistent with the last sentence of Section 3(a). Further, the Fund shall not be required to indemnify any FCS Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee does not give the Fund written notice of and reasonable opportunity to defend against the FCS Claim in its own name or in the name of the FCS Indemnitee. (c) FCS agrees to indemnify and hold harmless the Fund, its employees, agents, trustees, officers and managers (“Fund Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings and investigations, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to (i) FCS’ actions taken or failures to act with respect to the Fund that are not consistent with Section 3(a); (ii) any breach of this Agreement with FCS; or (iii) any breach of FCS’ representations set forth in Section 4 (a “Fund Claim”). FCS shall not be required to indemnify any Fund Indemnitee if, prior to confessing any Fund Claim against the Fund Indemnitee, the Fund or the Fund Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Fund Claim in its own name or in the name of the Fund Indemnitee. (d) FCS shall not be liable for the errors of other Service Providers to the Fund or their systems. (e) The Fund’s Board, except and not FCS, shall be solely responsible for approval of the designation and approval of compensation of the Fund CCO, as well as for removing the CCO from his or her responsibilities related to the extent such Service Provider is an affiliate of FCSFund in accordance with Rule 38a-1.

Standard of Care; Limitation of Liability; Indemnification. (a) FCS shall be under no duty to take any action except as set forth in Section 2 hereof or as specifically set forth herein or as may be specifically agreed to by FCS in writing. FCS shall use its best judgment and efforts in rendering the services described in this Agreement. FCS shall not be liable to the Trust Fund or any of the TrustFund’s shareholders for any action or inaction of FCS relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of FCS’s duties or obligations under this Agreement or by reason of FCS’s reckless disregard of its duties and obligations under this Agreement. (b) The Trust Fund agrees to indemnify and hold harmless FCS, its employees and agents, directors and officers, including, without limitation, the CCO officers (“FCS Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, and reasonable counsel fees arising out of FCS’s actions taken or failures to act with respect to the Trust a Fund that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a “FCS Claim”), so long as such actions or inactions do not constitute a breach of this Agreement or any representation or warranty contained herein. The Trust Fund shall not be required to indemnify any FCS Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee does not give the Trust Fund written notice of and reasonable opportunity to defend against the FCS Claim in its own name or in the name of the FCS Indemnitee. (c) FCS agrees to indemnify and hold harmless the TrustFund, its employees, trustees, Directors and officers and agents (“Trust Fund Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of (i) FCS’s actions taken or failures to act with respect to the Trust a Fund that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) [any breach of FCS’s representation set forth in Section 4 13 (a “Trust Fund Claim”) ), (iii) any breach of this Agreement, or any representation or warranty contained herein, by FCS, or (iv) FCS’s violation of law, regulation or order. FCS shall not be required to indemnify any Trust Fund Indemnitee if, prior to confessing any Trust Fund Claim against the Trust Fund Indemnitee, the Trust Fund or the Trust Fund Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Trust Fund Claim in its own name or in the name of the Trust Fund Indemnitee. (d) A FCS Indemnitee shall not be liable for any action taken or failure to act in reasonable and good faith reliance upon, and in its performance of its duties hereunder arising out ofhereunder: (i) the advice of the TrustFund, the TrustFund’s outside counsel, counsel to the Trust’s independent trustees or the TrustFund’s independent accountants; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that FCS has such reasonable belief in good faith, FCS shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and FCS may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by FCS to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by FCS to be genuine and to have been signed or presented by or on behalf of the TrustFund; and no FCS Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS reasonably believes in good faith to be genuine. (e) FCS shall not be liable for the errors of other Service Providers or their systems, except to the extent such Service Provider is an affiliate of FCS. (f) The Fund, and not FCS, shall be responsible for the designation and level of compensation of the Fund CCO, as well as for removing the CCO from his or her responsibilities related to the Fund in accordance with Rule 38a-1.

Standard of Care; Limitation of Liability; Indemnification. (a) FCS shall be under no duty to take any action except as set forth in Section 2 hereof or as specifically set forth herein or as may be specifically agreed to by FCS in writing. FCS shall use its best judgment and efforts in rendering the services described in this Agreement. FCS shall not be liable to the Trust or any of the Trust’s shareholders 's stockholders for any action or inaction of FCS relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance or negligence in the performance of FCS’s ' duties or obligations under this Agreement Agreement. Further, FCS shall not liable to the Trust or any of the Trust's stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice of Trust counsel; (ii) any instruction (oral, written or electronic) transmitted by reason a person or persons authorized by the Trust or the Board to give such instruction; (iii) any certified copy of FCS’s reckless disregard any resolution of its duties the Board; or (iv) any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document signed or presented by the Trust or other proper party or parties; and obligations FCS shall not be under this Agreementany duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS reasonably believes in good faith to be genuine. (b) The Trust agrees to indemnify and hold harmless FCS, its employees and employees, agents, directors directors, trustees, officers and officers, including, without limitation, managers and any person who controls FCS within the CCO meaning of section 15 of the Securities Act or Section 20 of the Exchange Act (“"FCS Indemnitees”"), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings or investigations, liabilities, losses, damages, costs, charges, and reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to FCS’s 's actions taken or failures to act with respect to the Trust in connection with the performance of any duties or obligations under this Agreement (a "FCS Claim"); provided, however, that are nothing contained herein shall entitle a FCS Indemnitee to indemnification with respect to any FCS Claim arising from FCS' own bad faith, reckless disregard, negligence or willful malfeasance (a "FCS Claim"). For purposes of this Agreement, FCS' bad faith, negligence willful malfeasance, or reckless disregard shall not include any action taken or not taken by FCS consistent with the standard last sentence of care set forth in Section 3(a) or based). Further, if applicable, on good faith reliance upon an item described in Section 3(d) (a “FCS Claim”), so long as such actions or inactions do not constitute a breach of this Agreement or any representation or warranty contained herein. The the Trust shall not be required to indemnify any FCS Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the FCS Claim in its own name or in the name of the FCS Indemnitee. (c) FCS agrees to indemnify and hold harmless the Trust, its employees, trusteesagents, directors, officers and agents managers (“"Trust Indemnitees”"), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings and investigations, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to (i) FCS’s ' actions taken or failures to act with respect to the Trust that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) [any breach of FCS’s representation ' representations set forth in Section 4 (a “"Trust Claim”) (iii) any breach of this Agreement, or any representation or warranty contained herein, by FCS, or (iv) FCS’s violation of law, regulation or order"). FCS shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A FCS Indemnitee shall not be liable for any action taken or failure to act in reasonable and good faith reliance upon, and in its performance of its duties hereunder arising out of: (i) the advice of the Trust, the Trust’s outside counsel, counsel to the Trust’s independent trustees or the Trust’s independent accountants; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that FCS has such reasonable belief in good faith, FCS shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and FCS may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by FCS to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by FCS to be genuine and to have been signed or presented by or on behalf of the Trust; and no FCS Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS reasonably believes in good faith to be genuine. (e) FCS shall not be liable for the errors of other Service Providers service providers to the Trust or their systems. (e) The Trust, except and not FCS, shall be solely responsible for approval of the designation and compensation of the Trust CCO, as well as for removing the CCO from his or her responsibilities related to the extent such Service Provider is an affiliate of FCSTrust in accordance with Rule 38a-1.

Standard of Care; Limitation of Liability; Indemnification. (a) FCS Foreside shall be under no duty to take any action except as set forth in Section 2 hereof or hereof, as specifically set forth herein herein, or as may be specifically agreed to by FCS Foreside in writing. FCS Foreside shall use its best judgment and efforts in rendering the services described in this Agreement. FCS Foreside shall not be liable to the Trust Fund or any of the Trust’s Fund's shareholders for any action or inaction of FCS Foreside relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of FCS’s Foreside's duties or obligations under this Agreement or by reason of FCS’s Foreside's reckless disregard of its duties and obligations under this Agreement. (b) The Trust Fund agrees to indemnify and hold harmless FCS, its each of FCS and FMS and their employees and agents, directors and officers, including, including without limitation, the CCO CCO, AMLCO and the PFO (“FCS "Foreside Indemnitees”"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, and reasonable counsel fees arising out of FCS’s Foreside's actions taken or failures to act with respect to the Trust a Fund that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a “FCS an "Foreside Claim”"), so long as such actions or inactions do not constitute a breach of this Agreement or any representation or warranty contained herein. The Trust Fund shall not be required to indemnify any FCS Foreside Indemnitee if, prior to confessing any FCS Claim against if the FCS Indemnitee, FCS or the FCS Foreside Indemnitee does not give the Trust Fund written notice of and reasonable opportunity to defend against the FCS Foreside Claim in its own name or in the name of the FCS Foreside Indemnitee. (c) FCS Foreside agrees to indemnify and hold harmless the TrustFund, its employees, trustees, Directors and officers and agents (“Trust "Fund Indemnitees”"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of of: (i) FCS’s Foreside's actions taken or failures to act with respect to the Trust a Fund that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), ; (ii) [any breach of FCS’s Foreside's representation set forth in Section 4 13 (a “Trust "Fund Claim”) "); (iii) any breach of this Agreement, or any representation or warranty contained herein, by FCS, Foreside or (iv) FCS’s Foreside's violation of law, regulation or order. FCS Foreside shall not be required to indemnify any Trust Fund Indemnitee if, prior to confessing any Trust Fund Claim against the Trust Fund Indemnitee, the Trust Fund or the Trust Fund Indemnitee does not give FCS Foreside written notice of and reasonable opportunity to defend against the Trust Fund Claim in its own name or in the name of the Trust Fund Indemnitee. (d) A FCS Foreside Indemnitee shall not be liable for any action taken or failure to act in reasonable and good faith reliance upon, and in its performance of its duties hereunder arising out ofhereunder: (i) the advice of the TrustFund, the Trust’s Fund's outside counsel, Independent Director counsel to the Trust’s independent trustees or the Trust’s Fund's independent accountants; (ii) any oral instruction which that it receives and which that it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that FCS Foreside has such reasonable belief in good faith, FCS Foreside shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and FCS Foreside may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by FCS Foreside to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by FCS Foreside to be genuine and to have been signed or presented by or on behalf of the TrustFund; and no FCS Foreside Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS Foreside reasonably believes in good faith to be genuine. (e) FCS Foreside shall not be liable for the errors of other Service Providers or their systems, except to the extent such Service Provider is an affiliate of FCSForeside. (f) The Fund, and not Foreside, shall be solely responsible for the designation and level of compensation of the Fund CCO, as well as for removing the CCO from his or her responsibilities related to the Fund, in accordance with Rule 38a-1.

Standard of Care; Limitation of Liability; Indemnification. (a) FCS shall be under no duty to take any action except as set forth in Section 2 hereof or as specifically set forth herein or as may be specifically agreed to by FCS in writing. FCS shall use its best judgment and efforts in rendering the services described in this Agreement. FCS shall not be liable to the Trust or any of the Trust’s 's shareholders for any action or inaction of FCS relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of FCS’s 's duties or obligations under this Agreement or by reason of FCS’s 's reckless disregard of its duties and obligations under this Agreement. (b) The Trust agrees to indemnify and hold harmless FCS, its employees and agents, directors and officers, including, without limitation, the CCO officers (“"FCS Indemnitees”"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, and reasonable counsel fees arising out of FCS’s 's actions taken or failures to act with respect to the Trust a Fund that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a “"FCS Claim”"), so long as such actions or inactions do not constitute a breach of this Agreement or any representation or warranty contained herein. The Trust shall not be required to indemnify any FCS Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the FCS Claim in its own name or in the name of the FCS Indemnitee. (c) FCS agrees to indemnify and hold harmless the Trust, its employees, trustees, Trustees and officers and agents (“"Trust Indemnitees”"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of (i) FCS’s 's actions taken or failures to act with respect to the Trust a Fund that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) [any breach of FCS’s 's representation set forth in Section 4 13 (a “"Trust Claim”) "), (iii) any breach of this Agreement, or any representation or warranty contained herein, by FCS, or (iv) FCS’s 's violation of law, regulation or order. FCS shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A FCS Indemnitee shall not be liable for any action taken or failure to act in reasonable and good faith reliance upon, and in its performance of its duties hereunder arising out ofhereunder: (i) the advice of the Trust, the Trust’s 's outside counsel, counsel to the Trust’s independent trustees or the Trust’s 's independent accountants; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that FCS has such reasonable belief in good faith, FCS shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and FCS may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by FCS to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by FCS to be genuine and to have been signed or presented by or on behalf of the Trust; and no FCS Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS reasonably believes in good faith to be genuine. (e) FCS shall not be liable for the errors of other Service Providers or their systems, except to the extent such Service Provider is an affiliate of FCS. (f) The Trust, and not FCS, shall be solely responsible for the designation and level of compensation of the Trust CCO, as well as for removing the CCO from his or her responsibilities related to the Trust in accordance with Rule 38a-1.

Standard of Care; Limitation of Liability; Indemnification. (a) FCS shall be under no duty to take any action except as set forth in Section 2 hereof or as specifically set forth herein or as may be specifically agreed to by FCS in writing. FCS shall use its best judgment and efforts in rendering the services described in this Agreement. FCS shall not be liable to the Trust Fund or any of the Trust’s shareholders Fund's stockholders for any action or inaction of FCS relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance or negligence in the performance of FCS’s ' duties or obligations under this Agreement or by reason of FCS’s reckless disregard of its duties and obligations under this Agreement. (b) The Trust agrees to indemnify and hold harmless FCS. Further, its employees and agents, directors and officers, including, without limitation, the CCO (“FCS Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, and reasonable counsel fees arising out of FCS’s actions taken or failures to act with respect to the Trust that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a “FCS Claim”), so long as such actions or inactions do not constitute a breach of this Agreement or any representation or warranty contained herein. The Trust shall not be required to indemnify any FCS Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the FCS Claim in its own name or in the name of the FCS Indemnitee. (c) FCS agrees to indemnify and hold harmless the Trust, its employees, trustees, officers and agents (“Trust Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of (i) FCS’s actions taken or failures to act with respect to the Trust that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) [any breach of FCS’s representation set forth in Section 4 (a “Trust Claim”) (iii) any breach of this Agreement, or any representation or warranty contained herein, by FCS, or (iv) FCS’s violation of law, regulation or order. FCS shall not be required liable to indemnify the Fund or any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A FCS Indemnitee shall not be liable Fund's stockholders for any action taken or failure to act in reasonable and good faith reliance upon, and in its performance of its duties hereunder arising out of: (i) the advice and opinion of the Trust, the Trust’s outside Fund counsel, counsel to the Trust’s independent trustees or the Trust’s independent accountants;; and (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that FCS has such reasonable belief in good faith, FCS shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, ; and FCS may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by FCS to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by FCS to be genuine and to have been signed or presented by or on behalf of the Trust; and no FCS Indemnitee shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS reasonably believes in good faith to be genuine. (eb) The Fund agrees to indemnify and hold harmless FCS, its employees, agents, trustees, officers and managers and any person who controls FCS within the meaning of section 15 of the Securities Act or Section 20 of the Exchange Act ("FCS Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings or investigations, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to FCS's actions taken or failures to act with respect to the Fund in connection with the performance of any duties or obligations under this Agreement (a "FCS Claim"); provided, however, that nothing contained herein shall entitle a FCS Indemnitee to indemnification with respect to any FCS Claim arising from FCS' own bad faith, reckless disregard, negligence or willful malfeasance, or breach of this Agreement . For purposes of this Agreement, FCS' bad faith, willful malfeasance, or reckless disregard shall not include any action taken or not taken by FCS consistent with the last sentence of Section 3(a). Further, the Fund shall not be required to indemnify any FCS Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee does not give the Fund written notice of and reasonable opportunity to defend against the FCS Claim in its own name or in the name of the FCS Indemnitee. (c) FCS agrees to indemnify and hold harmless the Fund, its employees, agents, trustees, officers and managers ("Fund Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings and investigations, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to (i) FCS' actions taken or failures to act with respect to the Fund that are not consistent with Section 3(a); (ii) any breach of this Agreement with FCS; or (iii) any breach of FCS' representations set forth in Section 4 (a "Fund Claim"). FCS shall not be required to indemnify any Fund Indemnitee if, prior to confessing any Fund Claim against the Fund Indemnitee, the Fund or the Fund Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Fund Claim in its own name or in the name of the Fund Indemnitee. (d) FCS shall not be liable for the errors of other Service Providers service providers to the Fund or their systems. (e) The Fund, except and not FCS, shall be solely responsible for approval of the designation and approval of compensation of the Fund CCO, as well as for removing the CCO from his or her responsibilities related to the extent such Service Provider is an affiliate of FCSFund in accordance with Rule 38a-1.

Standard of Care; Limitation of Liability; Indemnification. (a) FCS shall be under no duty to take any action except as set forth in Section 2 hereof or as specifically set forth herein or as may be specifically agreed to by FCS in writing. FCS shall use its best judgment and efforts in rendering the services described in this Agreement. FCS shall not be liable to the Trust or any of the Trust’s shareholders 's stockholders for any action or inaction of FCS relating to any event whatsoever in the absence of bad faith, reckless disregard, gross negligence or willful misfeasance or negligence in the performance of FCS’s ' duties or obligations under this Agreement Agreement. Further, FCS shall not liable to the Trust or any of the Trust's stockholders for any action taken or failure to act in good faith reliance upon: (i) the advice of Trust counsel; (ii) any instruction (oral, written or electronic) transmitted by reason a person or persons authorized by the Trust or the Board to give such instruction; (iii) any certified copy of FCS’s reckless disregard any resolution of its duties the Board; or (iv) any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document signed or presented by the Trust or other proper party or parties; and obligations FCS shall not be under this Agreementany duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS reasonably believes in good faith to be genuine. (b) The Trust agrees to indemnify and hold harmless FCS, its employees and employees, agents, directors directors, officers and officers, including, without limitation, managers and any person who controls FCS within the CCO meaning of section 15 of the Securities Act or Section 20 of the Exchange Act (“"FCS Indemnitees”"), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings or investigations, liabilities, losses, damages, costs, charges, and reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to FCS’s 's actions taken or failures to act with respect to the Trust in connection with the performance of any duties or obligations under this Agreement (a "FCS Claim"); provided, however, that are nothing contained herein shall entitle a FCS Indemnitee to indemnification with respect to any FCS Claim arising from FCS' own bad faith, reckless disregard, negligence or willful malfeasance (a "FCS Claim"). For purposes of this Agreement, FCS' bad faith, negligence willful malfeasance, or reckless disregard shall not include any action taken or not taken by FCS consistent with the standard last sentence of care set forth in Section 3(a) or based). Further, if applicable, on good faith reliance upon an item described in Section 3(d) (a “FCS Claim”), so long as such actions or inactions do not constitute a breach of this Agreement or any representation or warranty contained herein. The the Trust shall not be required to indemnify any FCS Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the FCS Claim in its own name or in the name of the FCS Indemnitee. (c) FCS agrees to indemnify and hold harmless the Trust, its employees, agents, directors, trustees, officers and agents managers (“"Trust Indemnitees”"), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings and investigations, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to (i) FCS’s ' actions taken or failures to act with respect to the Trust that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) [any breach of FCS’s representation ' representations set forth in Section 4 (a “"Trust Claim”) (iii) any breach of this Agreement, or any representation or warranty contained herein, by FCS, or (iv) FCS’s violation of law, regulation or order"). FCS shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A FCS Indemnitee shall not be liable for any action taken or failure to act in reasonable and good faith reliance upon, and in its performance of its duties hereunder arising out of: (i) the advice of the Trust, the Trust’s outside counsel, counsel to the Trust’s independent trustees or the Trust’s independent accountants; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that FCS has such reasonable belief in good faith, FCS shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and FCS may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by FCS to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by FCS to be genuine and to have been signed or presented by or on behalf of the Trust; and no FCS Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS reasonably believes in good faith to be genuine. (e) FCS shall not be liable for the errors of other Service Providers service providers to the Trust or their systems. (e) The Trust, except and not FCS, shall be solely responsible for approval of the designation and compensation of the Trust CCO, as well as for removing the CCO from his or her responsibilities related to the extent such Service Provider is an affiliate of FCSTrust in accordance with Rule 38a-1.

Standard of Care; Limitation of Liability; Indemnification. (a) FCS Foreside shall be under no duty to take any action except as set forth in Section 2 hereof or as specifically set forth herein or as may be specifically agreed to by FCS Foreside in writing. FCS Foreside shall use its best judgment and efforts in rendering the services described in this Agreement. FCS .Foreside shall not be liable to the Trust Fund or any of the TrustFund’s shareholders for any action or inaction of FCS Foreside relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of FCSForeside’s duties or obligations under this Agreement or by reason of FCSForeside’s reckless disregard of its duties and obligations under this Agreement. (b) The Trust Fund agrees to indemnify and hold harmless FCSForeside, its employees and agents, directors and officers, including, without limitation, the CCO (“FCS Foreside Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, and reasonable counsel fees arising out of FCSForeside’s actions taken or failures to act with respect to the Trust Fund that are consistent with the standard of care set forth in Section 3(a) or based, ,if applicable, on good faith reliance upon an item described in Section 3(d) (a “FCS Foreside Claim”), so long as such actions or inactions do not constitute a breach of this Agreement or any representation or warranty contained herein. The Trust Fund shall not be required to indemnify any FCS Foreside Indemnitee if, prior to confessing admitting or settling any FCS Foreside Claim against the FCS Foreside Indemnitee, FCS Foreside or the FCS Foreside Indemnitee does not give the Trust Fund written notice of and reasonable opportunity to defend against the FCS Foreside Claim in its own name or in the name of the FCS Foreside Indemnitee. (c) FCS Foreside agrees to indemnify and hold harmless the TrustFund, its employees, trusteesDirectors, officers and agents (“Trust Fund Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of (i) FCSForeside’s actions taken or failures to act with respect to the Trust Fund that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) [any breach of FCS’s representation set forth in Section 4 (a “Trust Claim”) (iii) any breach of this Agreement, or any representation or warranty contained herein, by FCSForeside, or (iviii) FCSForeside’s violation of law, regulation or order. FCS shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A FCS Foreside Indemnitee shall not be liable for any action taken or failure to act in reasonable and good faith reliance upon, and in its performance of its duties hereunder arising out of: (i) the advice of the TrustFund, the TrustFund’s outside counsel, counsel to the TrustFund’s independent trustees directors or the TrustFund’s independent accountants; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that FCS Foreside has such reasonable belief in good faith, FCS Foreside shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and FCS Foreside may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by FCS Xxxxxxxx to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by FCS Xxxxxxxx to be genuine and to have been signed or presented by or on behalf of the TrustFund; and no FCS Foreside Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS Foreside reasonably believes in good faith to be genuine. (e) FCS Foreside shall not be liable for the errors of other Service Providers or their systems, ,except to the extent such Service Provider is an affiliate of FCSForeside.

Standard of Care; Limitation of Liability; Indemnification. (a) FCS Foreside shall be under no duty to take any action except as set forth in Section 2 hereof or hereof, as specifically set forth herein herein, or as may be specifically agreed to by FCS Foreside in writing. FCS Foreside shall use its best judgment and efforts in rendering the services described in this Agreement. FCS Foreside shall not be liable to the Trust or any of the Trust’s shareholders for any action or inaction of FCS Foreside relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of FCSForeside’s duties or obligations under this Agreement or by reason of FCSForeside’s reckless disregard of its duties and obligations under this Agreement. (b) The Trust agrees to indemnify and hold harmless FCSForeside, its employees and agents, directors and officers, including, including without limitation, the CCO (“FCS Foreside Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, and reasonable counsel fees arising out of FCSForeside’s actions taken or failures to act with respect to the Trust a Fund that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a an “FCS Foreside Claim”), so long as such actions or inactions do not constitute a breach of this Agreement or any representation or warranty contained herein. The Trust shall not be required to indemnify any FCS Foreside Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS if Foreside or the FCS Foreside Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the FCS Foreside Claim in its own name or in the name of the FCS Foreside Indemnitee. (c) FCS Foreside agrees to indemnify and hold harmless the Trust, its employees, trustees, Trustees and officers and agents (“Trust Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of of: (i) FCSForeside’s actions taken or failures to act with respect to the Trust a Fund that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), ; (ii) [any breach of FCSForeside’s representation set forth in Section 4 13 (a “Trust Claim”) (iii) any breach of this Agreement, or any representation or warranty contained herein, by FCS, Foreside or (iv) FCSForeside’s violation of law, regulation or order. FCS Foreside shall not be required to indemnify any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give FCS Foreside written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A FCS Foreside Indemnitee shall not be liable for any action taken or failure to act in reasonable and good faith reliance upon, and in its performance of its duties hereunder arising out ofhereunder: (i) the advice of the Trust, the Trust’s outside counsel, independent Trustee counsel to the Trust’s independent trustees or the Trust’s independent accountants; (ii) any oral instruction which that it receives and which that it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that FCS Foreside has such reasonable belief in good faith, FCS Foreside shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and FCS Foreside may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by FCS Foreside to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by FCS Foreside to be genuine and to have been signed or presented by or on behalf of the Trust; and no FCS Foreside Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS Foreside reasonably believes in good faith to be genuine. (e) FCS Foreside shall not be liable for the errors of other Service Providers or their systems, except to the extent such Service Provider is an affiliate of FCSForeside. (f) The Trust, and not Foreside, shall be solely responsible for the designation and level of compensation of the Trust’s CCO, as well as for removing the CCO from his or her responsibilities related to the Trust, in accordance with Rule 38a-1.

Standard of Care; Limitation of Liability; Indemnification. (a) FCS shall be under no duty to take any action except as set forth in Section 2 hereof or as specifically set forth herein or as may be specifically agreed to by FCS in writing. FCS shall use its reasonable best judgment and best efforts in rendering the services described in this Agreement. FCS shall not be liable to the Trust Fund or any of the TrustFund’s shareholders stockholders for any action or inaction of FCS relating to any event whatsoever in the absence of bad faith, negligence or willful misfeasance or negligence in the performance of FCS’s ’ duties or obligations under this Agreement or by reason of FCS’s reckless disregard of its duties and obligations under this Agreement. (b) The Trust agrees to indemnify and hold harmless FCS. Further, its employees and agents, directors and officers, including, without limitation, the CCO (“FCS Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, and reasonable counsel fees arising out of FCS’s actions taken or failures to act with respect to the Trust that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a “FCS Claim”), so long as such actions or inactions do not constitute a breach of this Agreement or any representation or warranty contained herein. The Trust shall not be required to indemnify any FCS Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee does not give the Trust written notice of and reasonable opportunity to defend against the FCS Claim in its own name or in the name of the FCS Indemnitee. (c) FCS agrees to indemnify and hold harmless the Trust, its employees, trustees, officers and agents (“Trust Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of (i) FCS’s actions taken or failures to act with respect to the Trust that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), (ii) [any breach of FCS’s representation set forth in Section 4 (a “Trust Claim”) (iii) any breach of this Agreement, or any representation or warranty contained herein, by FCS, or (iv) FCS’s violation of law, regulation or order. FCS shall not be required liable to indemnify the Fund or any Trust Indemnitee if, prior to confessing any Trust Claim against the Trust Indemnitee, the Trust or the Trust Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Trust Claim in its own name or in the name of the Trust Indemnitee. (d) A FCS Indemnitee shall not be liable Fund’s stockholders for any action taken or failure to act in reasonable and good faith reliance upon, and in its performance of its duties hereunder arising out of: (i) the advice and opinion of the Trust, the Trust’s outside Fund counsel, counsel to the Trust’s independent trustees or the Trust’s independent accountants;; and (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board to give such oral instruction. Provided that FCS has such reasonable belief in good faith, FCS shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, ; and FCS may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by FCS to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by FCS to be genuine and to have been signed or presented by or on behalf of the Trust; and no FCS Indemnitee shall not be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which FCS reasonably believes in good faith to be genuine. (eb) The Fund agrees to indemnify and hold harmless FCS, its employees, agents, directors, officers and managers and any person who controls FCS within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (“FCS Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings or investigations, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to FCS’s actions taken or failures to act with respect to the Fund in connection with the performance of any duties or obligations under this Agreement (a “FCS Claim”); provided, however, that nothing contained herein shall entitle a FCS Indemnitee to indemnification with respect to any FCS Claim arising from FCS’ own bad faith, negligence or willful malfeasance, or breach of this Agreement. For purposes of this Agreement, FCS’ bad faith or willful malfeasance shall not include any action taken or not taken by FCS consistent with the last sentence of Section 3(a). Further, the Fund shall not be required to indemnify any FCS Indemnitee if, prior to confessing any FCS Claim against the FCS Indemnitee, FCS or the FCS Indemnitee does not give the Fund written notice of and reasonable opportunity to defend against the FCS Claim in its own name or in the name of the FCS Indemnitee. (c) FCS agrees to indemnify and hold harmless the Fund, its employees, agents, directors, officers and managers (“Fund Indemnitees”), against and from any and all claims, demands, actions, suits, judgments, administrative proceedings and investigations, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to (i) FCS’ actions taken or failures to act with respect to the Fund that are not consistent with Section 3(a); (ii) any breach of this Agreement with FCS; or (iii) any breach of FCS’ representations set forth in Section 4 (a “Fund Claim”). FCS shall not be required to indemnify any Fund Indemnitee if, prior to confessing any Fund Claim against the Fund Indemnitee, the Fund or the Fund Indemnitee does not give FCS written notice of and reasonable opportunity to defend against the Fund Claim in its own name or in the name of the Fund Indemnitee. (d) FCS shall not be liable for the errors of other Service Providers to the Fund or their systems. (e) The Fund’s Board, except and not FCS, shall be solely responsible for approval of the designation and approval of compensation of the Fund CCO, as well as for removing the CCO from his or her responsibilities related to the extent such Service Provider is an affiliate of FCSFund in accordance with Rule 38a-1.