Common use of Standard of Liability Indemnification Clause in Contracts

Standard of Liability Indemnification. (i) The Trading Advisor shall not be liable to the Managing Owner, the Trust, the Trustee, the Trading Company or the owners of Units (the “Limited Owners”), or any of their respective successors or assigns under this Agreement for any act or failure to act taken or omitted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company if such act or failure to act did not constitute a breach of this Agreement, misconduct or negligence on the part of the Trading Advisor. In any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “Proceeding”) to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Trust’s or Trading Company’s assets by the Trading Advisor or the offering and sale of Units, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees and affiliates (“Principals and Affiliates”) against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement (“Losses”) actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of this Agreement; provided, however, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(b) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust. (ii) Without limiting sub-section (i) above, to the extent that the Trading Advisor has been successful on the merits or otherwise in defense of any Proceeding referred to in subsection (i) above, or in defense of any claim, issue or matter therein, the Managing Owner shall indemnify the Trading Advisor and its Principals and Affiliates against the expenses (including, without limitation, reasonable attorneys’ and accountants’ fees) actually and reasonably incurred by them in connection therewith. (iii) Any indemnification under subsection (i) above, unless ordered by a court or administrative forum, shall be made by the Managing Owner only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Trading Advisor has met the applicable standard of conduct set forth in subsection (i) above; provided however, that no opinion shall be required to the extent that the Trading Advisor incurs any Losses arising directly out of (A) an untrue statement of a material fact or any omission to state a material fact required to be stated in the Prospectus or necessary to make the statements in the Prospectus, in light of the circumstances in which they were made not misleading, except for such statements or omissions based upon information furnished by the Trading Advisor for inclusion in the Prospectus or(B) any Selling Agent’s selling activities. Such independent legal counsel shall be selected jointly by the Managing Owner and the Trading Advisor in a timely manner. The Trading Advisor will be deemed to have approved the Managing Owner’s selection unless the Trading Advisor notifies the Managing Owner in writing, received by Managing Owner within five days of Managing Owner’s telecopying to the Trading Advisor of the notice of Managing Owner’s selection, that the Trading Advisor does not approve the selection. (iv) In the event the Trading Advisor is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with the activities or claimed activities of the Trust, the Trading Company or the Managing Owner or its principals, officers, directors, members, managers, shareholders, partners or employees unrelated to the Trading Advisor, the Managing Owner shall indemnify, defend and hold harmless the Trading Advisor and its Principals and Affiliates against any Losses incurred in connection therewith. (i) The Trading Advisor shall indemnify and hold harmless the Managing Owner, the Trust, the Trustee, the Trading Company and each of their respective Principals and Affiliates against any Losses actually and reasonably incurred by them (A) as a result of a breach of any representation, warranty or agreement of the Trading Advisor made in this Agreement or (B) as a result of act or omission of the Trading Advisor relating to the Trust or the Trading Company if there has been a final judicial or regulatory determination that such act or failure to act constituted a breach of this Agreement misconduct or negligence on the part of the Trading Advisor; provided, however that such final judicial or regulatory determination shall not be required in the event of a settlement of any Proceeding with the prior written consent of the Trading Advisor. (ii) In the event the Managing Owner, the Trust, the Trustee or the Trading Company is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, the activities or claimed activities of the Trading Advisor or its Principals or Affiliates unrelated to the Managing Owner or the Trading Company’s business, the Trading Advisor shall indemnify, defend and hold harmless the Managing Owner, the Trust, the Trading Company and their respective Principals and Affiliates against any Losses incurred in connection therewith. (c) Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceeding, the party seeking indemnification (the “Indemnitee”) shall notify the party from which indemnification is sought (the “Indemnitor”) in writing of the commencement thereof if a claim with respect thereof is to be made under this Agreement. To the extent that the Indemnitor has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 2, and the omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such Indemnitee otherwise than under this Section 2. The Indemnitor shall be entitled to participate in the defense of any such Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the Indemnitee. In any such Proceeding, the Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (i) otherwise agreed by the Indemnitor and Indemnitee or (ii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such Indemnitees, which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). The Indemnitee shall cooperate with the Indemnitor in connection with any such Proceeding and shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceeding. (d) In the event that a person entitled to indemnification under this Section 2 is made a party to any Proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such Proceeding which relates to the matters for which indemnification can be made. (e) None of the indemnifications contained in this Section 2 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification without the prior written consent, which shall not be unreasonably withheld, or the party obligated to indemnify such party. (f) The provisions of this Section 2 shall survive the termination of this Agreement.

Standard of Liability Indemnification. (i) The Trading Advisor shall not be liable to the Managing Owner, the Trust, the Trustee, the Trading Company or the owners of Units (the “"Limited Owners”"), or any of their respective successors or assigns under this Agreement for any act or failure to act taken or omitted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company if such act or failure to act did not constitute a breach of this Agreement, misconduct or negligence on the part of the Trading Advisor. In any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “"Proceeding”") to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Trust’s 's or Trading Company’s 's assets by the Trading Advisor or the offering and sale of Units, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees and affiliates (“"Principals and Affiliates”") against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees), judgments and amounts paid in settlement (“"Losses”") actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of this Agreement; provided, however, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(b4.6(c) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust. (ii) Without limiting sub-section (i) above, to the extent that the Trading Advisor has been successful on the merits or otherwise in defense of any Proceeding referred to in subsection (i) above, or in defense of any claim, issue or matter therein, the Managing Owner shall indemnify the Trading Advisor and its Principals and Affiliates against the expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees) actually and reasonably incurred by them in connection therewith. (iii) Any indemnification under subsection (i) above, unless ordered by a court or administrative forum, shall be made by the Managing Owner only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Trading Advisor has met the applicable standard of conduct set forth in subsection (i) above; provided however, that no opinion shall be required to the extent that the Trading Advisor incurs any Losses arising directly out of (A) an untrue statement of a material fact or any omission to state a material fact required to be stated in the Prospectus or necessary to make the statements in the Prospectus, in light of the circumstances in which they were made not misleading, except for such statements or omissions based upon information furnished by the Trading Advisor for inclusion in the Prospectus or(B) any Selling Agent’s 's selling activities. Such independent legal counsel shall be selected jointly by the Managing Owner and the Trading Advisor in a timely manner. The Trading Advisor will be deemed to have approved the Managing Owner’s 's selection unless the Trading Advisor notifies the Managing Owner in writing, received by Managing Owner within five days of Managing Owner’s 's telecopying to the Trading Advisor of the notice of Managing Owner’s 's selection, that the Trading Advisor does not approve the selection. (iv) In the event the Trading Advisor is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with the activities or claimed activities of the Trust, the Trading Company or the Managing Owner or its principals, officers, directors, members, managers, shareholders, partners or employees unrelated to the Trading Advisor, the Managing Owner shall indemnify, defend and hold harmless the Trading Advisor and its Principals and Affiliates against any Losses incurred in connection therewith. (i) The Trading Advisor shall indemnify and hold harmless the Managing Owner, the Trust, the Trustee, the Trading Company and each of their respective Principals and Affiliates against any Losses actually and reasonably incurred by them (A) as a result of a breach of any representation, warranty or agreement of the Trading Advisor made in this Agreement or (B) as a result of act or omission of the Trading Advisor relating to the Trust or the Trading Company if there has been a final judicial or regulatory determination that such act or failure to act constituted constitued a breach of this Agreement misconduct or negligence on the part of the Trading trading Advisor; provided, however that such final judicial or regulatory determination shall not be required in the event of a settlement of any Proceeding with the prior written consent of the Trading Advisor. (ii) In the event the Managing Owner, the Trust, the Trustee or the Trading Company is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, the activities or claimed activities of the Trading Advisor or its Principals or Affiliates unrelated to the Managing Owner or the Trading Company’s 's business, the Trading Advisor shall indemnify, defend and hold harmless the Managing Owner, the Trust, the Trading Company and their respective Principals and Affiliates against any Losses incurred in connection therewith. (c) Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceeding, the party seeking indemnification (the “"Indemnitee”") shall notify the party from which indemnification is sought (the “"Indemnitor”") in writing of the commencement thereof if a claim with respect thereof is to be made under this Agreement. To the extent that the Indemnitor has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 2, and the omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such Indemnitee otherwise than under this Section 2. The Indemnitor shall be entitled to participate in the defense of any such Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the Indemnitee. In any such Proceeding, the Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the Indemnitee’s 's own expense unless (i) otherwise agreed by the Indemnitor and Indemnitee or (ii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such Indemnitees, which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). The Indemnitee shall cooperate with the Indemnitor in connection with any such Proceeding and shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceeding. (d) In the event that a person entitled to indemnification under this Section 2 is made a party to any Proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such Proceeding which relates to the matters for which indemnification can be made. (e) None of the indemnifications contained in this Section 2 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification without the prior written consent, which shall not be unreasonably withheld, or the party obligated to indemnify such party. (f) The provisions of this Section 2 shall survive the termination of this Agreement.

Standard of Liability Indemnification. (i) The Trading Advisor Servicer shall not be liable to the Managing Owner or its officers, employees, agents and directors for any actions or omissions to act in connection with the servicing of the Assets pursuant to this Agreement or for errors in judgment, except for actions or omissions to act of the Servicer or its officers, employees agents or directors which involve negligence or bad faith, or failure to perform any of the Servicer’s covenants, agreements, warranties or representations contained in this Agreement. The Servicer agrees to indemnify, defend, and hold harmless, the Owner, the Trustits officers, the Trusteeemployees, the Trading Company or the owners of Units agents and directors from any liability, claim, loss, demand, action, damage, assessment, deficiencies, taxes, costs and expenses, including reasonable attorneys’ fees (the “Limited OwnersDamages”), directly or indirectly resulting from or arising out of the Servicer’s negligence or bad faith, or failure to perform any of Servicer’s covenants, agreements, warranties or representations contained in this Agreement. The Owner agrees to indemnify, defend, and hold harmless, the Servicer, its officers, employees, agents and directors from any liability, claim, loss, demand, action, damage, assessment, deficiencies, taxes, costs and expenses, including reasonable attorneys’ fees (“Damages”), directly or indirectly resulting from or arising out of any Owner direction required of Servicer under Section 2.1(e) hereof, or a breach of Owner’s covenants, agreements, warranties or representations contained in this Agreement, except to the extent such liability in any case results from or arises out of the negligence, bad faith or willful misconduct of the Servicer or any subcontractor or any of their respective successors affiliates. The Servicer shall not be under any obligation to appear in, prosecute or assigns under this Agreement for defend any act or failure legal action which is not incidental to act taken or omitted its duties to service the Assets in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company if such act or failure to act did not constitute a breach of this Agreement, misconduct or negligence on the part of the Trading Advisor. In any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “Proceeding”) to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection accordance with this Agreement and which in its opinion may involve it in any expense or the management of the Trust’s or Trading Company’s assets by the Trading Advisor or the offering and sale of Units, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees and affiliates (“Principals and Affiliates”) against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement (“Losses”) actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of this Agreement; provided, however, that no indemnification shall the Servicer may, with the consent (not to be available from the Managing Owner if such indemnification is prohibited by Section 4.6(bunreasonably withheld) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust. (ii) Without limiting sub-section (i) above, to the extent that the Trading Advisor has been successful on the merits or otherwise in defense of any Proceeding referred to in subsection (i) above, or in defense of any claim, issue or matter therein, the Managing Owner shall indemnify the Trading Advisor and its Principals and Affiliates against the expenses (including, without limitation, reasonable attorneys’ and accountants’ fees) actually and reasonably incurred by them in connection therewith. (iii) Any indemnification under subsection (i) above, unless ordered by a court or administrative forum, shall be made by the Managing Owner only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Trading Advisor has met the applicable standard of conduct set forth in subsection (i) above; provided however, that no opinion shall be required to the extent that the Trading Advisor incurs any Losses arising directly out of (A) an untrue statement of a material fact or any omission to state a material fact required to be stated in the Prospectus or necessary to make the statements in the Prospectus, in light of the circumstances in which they were made not misleading, except for such statements or omissions based upon information furnished by the Trading Advisor for inclusion in the Prospectus or(B) any Selling Agent’s selling activities. Such independent legal counsel shall be selected jointly by the Managing Owner and the Trading Advisor in a timely manner. The Trading Advisor will be deemed to have approved the Managing Owner’s selection unless the Trading Advisor notifies the Managing Owner in writing, received by Managing Owner within five days of Managing Owner’s telecopying to the Trading Advisor of the notice of Managing Owner’s selection, that the Trading Advisor does not approve the selection. (iv) In the event the Trading Advisor is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with the activities or claimed activities of the Trust, the Trading Company or the Managing Owner or its principals, officers, directors, members, managers, shareholders, partners or employees unrelated to the Trading Advisor, the Managing Owner shall indemnify, defend and hold harmless the Trading Advisor and its Principals and Affiliates against any Losses incurred in connection therewith. (i) The Trading Advisor shall indemnify and hold harmless the Managing Owner, the Trust, the Trustee, the Trading Company and each of their respective Principals and Affiliates against undertake any Losses actually and reasonably incurred by them (A) as a result of a breach of any representation, warranty such action which it may deem necessary or agreement of the Trading Advisor made desirable in this Agreement or (B) as a result of act or omission of the Trading Advisor relating to the Trust or the Trading Company if there has been a final judicial or regulatory determination that such act or failure to act constituted a breach respect of this Agreement misconduct or negligence on and the part rights and duties of the Trading Advisor; providedparties hereto. In such event, however that or if the Servicer deems it necessary to defend any such final judicial or regulatory determination shall not be required in the event of a settlement of any Proceeding with the prior written consent of the Trading Advisor. (ii) In the event the Managing Owneraction, the Trust, the Trustee or the Trading Company is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, the activities or claimed activities of the Trading Advisor or its Principals or Affiliates unrelated to the Managing Owner or the Trading Company’s business, the Trading Advisor shall indemnify, defend and hold harmless the Managing Owner, the Trust, the Trading Company and their respective Principals and Affiliates against any Losses incurred in connection therewith. (c) Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceeding, the party seeking indemnification (the “Indemnitee”) shall notify the party from which indemnification is sought (the “Indemnitor”) in writing of the commencement thereof if a claim with respect thereof is to be made under this Agreement. To the extent that the Indemnitor has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 2, and the omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such Indemnitee otherwise than under this Section 2. The Indemnitor Servicer shall be entitled to participate in the defense of any such Proceeding reimbursement for its reasonable legal expenses and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the Indemnitee. In any such Proceeding, the Indemnitee shall have the right to retain its own counsel, but the fees and expenses costs of such counsel shall be at the Indemnitee’s own expense unless (i) otherwise agreed by the Indemnitor and Indemnitee or (ii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such Indemnitees, which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). The Indemnitee shall cooperate with the Indemnitor in connection with any such Proceeding and shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceedingaction. (d) In the event that a person entitled to indemnification under this Section 2 is made a party to any Proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such Proceeding which relates to the matters for which indemnification can be made. (e) None of the indemnifications contained in this Section 2 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification without the prior written consent, which shall not be unreasonably withheld, or the party obligated to indemnify such party. (f) The provisions of this Section 2 shall survive the termination of this Agreement.

Standard of Liability Indemnification. (i) The Trading Advisor shall not be liable to the Managing Owner, the Trust, the Trustee, the Trading Company or the owners of Units (the “Limited Owners”), or any of their respective successors or assigns under this Agreement for any act or failure to act taken or omitted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company if such act or failure to act did not constitute a breach of this Agreement, misconduct or negligence on the part of the Trading Advisor. In any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “Proceeding”) to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Trust’s or Trading Company’s assets by the Trading Advisor or the offering and sale of Units, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees and affiliates (“Principals and Affiliates”) against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement (“Losses”) actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of this Agreement; provided, however, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(b) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust. (ii) Without limiting sub-section (i) above, to the extent that the Trading Advisor has been successful on the merits or otherwise in defense of any Proceeding referred to in subsection (i) above, or in defense of any claim, issue or matter therein, the Managing Owner shall indemnify the Trading Advisor and its Principals and Affiliates against the expenses (including, without limitation, reasonable attorneys’ and accountants’ fees) actually and reasonably incurred by them in connection therewith. (iii) Any indemnification under subsection (i) above, unless ordered by a court or administrative forum, shall be made by the Managing Owner only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Trading Advisor has met the applicable standard of conduct set forth in subsection (i) above; provided however, that no opinion shall be required to the extent that the Trading Advisor incurs any Losses arising directly out of (A) an untrue statement of a material fact or any omission to state a material fact required to be stated in the Prospectus or necessary to make the statements in the Prospectus, in light of the circumstances in which they were made not misleading, except for such statements or omissions based upon information furnished by the Trading Advisor for inclusion in the Prospectus or(Bor (B) any Selling Agent’s selling activities. Such independent legal counsel shall be selected jointly by the Managing Owner and the Trading Advisor in a timely manner. The Trading Advisor will be deemed to have approved the Managing Owner’s selection unless the Trading Advisor notifies the Managing Owner in writing, received by Managing Owner within five days of Managing Owner’s telecopying to the Trading Advisor of the notice of Managing Owner’s selection, that the Trading Advisor does not approve the selection. (iv) In the event the Trading Advisor is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with the activities or claimed activities of the Trust, the Trading Company or the Managing Owner or its principals, officers, directors, members, managers, shareholders, partners or employees unrelated to the Trading Advisor, the Managing Owner shall indemnify, defend and hold harmless the Trading Advisor and its Principals and Affiliates against any Losses incurred in connection therewith. (i) The Trading Advisor shall indemnify and hold harmless the Managing Owner, the Trust, the Trustee, the Trading Company and each of their respective Principals and Affiliates against any Losses actually and reasonably incurred by them (A) as a result of a breach of any representation, warranty or agreement of the Trading Advisor made in this Agreement or (B) as a result of act or omission of the Trading Advisor relating to the Trust or the Trading Company if there has been a final judicial or regulatory determination that such act or failure to act constituted a breach of this Agreement misconduct or negligence on the part of the Trading Advisor; provided, however that such final judicial or regulatory determination shall not be required in the event of a settlement of any Proceeding with the prior written consent of the Trading Advisor. (ii) In the event the Managing Owner, the Trust, the Trustee or the Trading Company is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, the activities or claimed activities of the Trading Advisor or its Principals or Affiliates unrelated to the Managing Owner or the Trading Company’s business, the Trading Advisor shall indemnify, defend and hold harmless the Managing Owner, the Trust, the Trading Company and their respective Principals and Affiliates against any Losses incurred in connection therewith. (c) Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceeding, the party seeking indemnification (the “Indemnitee”) shall notify the party from which indemnification is sought (the “Indemnitor”) in writing of the commencement thereof if a claim with respect thereof is to be made under this Agreement. To the extent that the Indemnitor has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 2, and the omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such Indemnitee otherwise than under this Section 2. The Indemnitor shall be entitled to participate in the defense of any such Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the Indemnitee. In any such Proceeding, the Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the Indemnitee’s ’ s own expense unless (i) otherwise agreed by the Indemnitor and Indemnitee or (ii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such Indemnitees, which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). The Indemnitee shall cooperate with the Indemnitor in connection with any such Proceeding and shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceeding. (d) In the event that a person entitled to indemnification under this Section 2 is made a party to any Proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such Proceeding which relates to the matters for which indemnification can be made. (e) None of the indemnifications contained in this Section 2 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification without the prior written consent, which shall not be unreasonably withheld, or the party obligated to indemnify such party. (f) The provisions of this Section 2 shall survive the termination of this Agreement.

Standard of Liability Indemnification. (i) The Trading Advisor Advisor, its officers, directors, employees and shareholders (as applicable) shall not be liable to the Managing OwnerFund, the Trust, the Trustee, the Trading Company or the owners of Units (the “Limited Owners”)MLIP, or to any of their respective successors or assigns under except by reason of acts or omissions in contravention of the express terms of this Agreement for any act Agreement, or failure due to act taken their misconduct or omitted negligence, or by reason of not having acted in good faith and in a manner reasonably believed to be in the reasonable belief that such actions or omissions were in, or not opposed to to, the best interests of the Trust Fund. The Trading Advisor shall indemnify, defend and hold harmless the Fund, MLIP, their respective affiliates and their respective directors, officers, partners, shareholders, employees and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs and expenses (including any reasonable investigatory, legal and other expenses incurred in connection with, and any amounts paid in, any settlement; provided that the Trading Company if Advisor shall have approved such act settlement) resulting from a demand, claim, lawsuit, action or failure proceeding relating to act did not constitute any action or omission of the Trading Advisor or any of its respective officers, directors or employees relating to the business or activities of such person under this Agreement or relating to the management of the Account; provided, that the action or omission of such person which was the subject of the demand, claim, lawsuit, action or proceeding constituted negligence or misconduct or a breach of this Agreement, misconduct or negligence on the part of the Trading Advisor. In any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “Proceeding”) to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or of any fiduciary obligation under applicable law to the management of the Trust’s Fund or Trading Company’s assets by the Trading Advisor was an action or the offering and sale of Units, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees and affiliates (“Principals and Affiliates”) against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement (“Losses”) actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted omission taken otherwise than in good faith and in a manner reasonably believed to be in in, or not opposed to to, the best interests of the Trust Fund. The Fund shall indemnify, defend and hold harmless the Trading Company Advisor, its affiliates and their respective directors, officers, shareholders, employees and controlling persons from and against any and all losses, claims, damages, liabilities (joint and several), costs and expenses (including any investigatory, legal and other expenses incurred in connection with, and any amounts paid in, any settlement; provided that its the Fund shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding relating to any of such person's actions or capacities relating to the business or activities of the Fund pursuant to this Agreement or the operation of the Fund, or disclosure related to it; provided that the conduct of such person which was the subject of the demand, claim, lawsuit, action or proceeding did not constitute negligence, misconduct, misconduct or a breach of this Agreement; providedAgreement or of any fiduciary obligation to the Fund arising under applicable law and was done in good faith and in a manner such person reasonably believed to be in, howeveror not opposed to, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(b) best interests of the Trust AgreementFund. The termination of any Proceeding demand, claim, lawsuit, action or proceeding by judgment, order or settlement shall not, of in itself, create a presumption that the Trading Advisor did conduct in question was not act undertaken in good faith and in a manner reasonably believed to be in in, or not opposed to to, the best interests of the Trust. (ii) Without limiting sub-section (i) above, to the extent that the Trading Advisor has been successful on the merits or otherwise in defense of any Proceeding referred to in subsection (i) above, or in defense of any claim, issue or matter therein, the Managing Owner shall indemnify the Trading Advisor and its Principals and Affiliates against the expenses (including, without limitation, reasonable attorneys’ and accountants’ fees) actually and reasonably incurred by them in connection therewith. (iii) Fund. Any indemnification under subsection (i) aboverequired by this Section 13, unless ordered or expressly permitted by a court or administrative forumcourt, shall be made by the Managing Owner only as authorized in the specific case and indemnifying party only upon a determination by independent legal counsel in a written opinion that such the conduct which is the subject of the claim, demand, lawsuit, action or proceeding with respect to which indemnification is proper in the circumstances because the Trading Advisor has met sought meets the applicable standard of conduct set forth in subsection (i) abovethis section 13; provided provided, however, that no opinion if the indemnified party shall prevail on the merits and the defense of any demand, claim, lawsuit or proceeding subject to indemnification hereunder, indemnification shall be required to the extent that the Trading Advisor incurs any Losses arising directly out of (A) an untrue statement of a material fact or any omission to state a material fact required to be stated in the Prospectus or necessary to make the statements in the Prospectus, in light payable hereunder irrespective of the circumstances in which they were made not misleading, except for receipt of any such statements or omissions based upon information furnished by the Trading Advisor for inclusion in the Prospectus or(B) any Selling Agent’s selling activitieslegal opinion. Such independent legal counsel shall be selected jointly by the Managing Owner and the Trading Advisor in a timely manner. The Trading Advisor will be deemed to have approved the Managing Owner’s selection unless the Trading Advisor notifies the Managing Owner in writing, received by Managing Owner within five days of Managing Owner’s telecopying to the Trading Advisor of the notice of Managing Owner’s selection, that the Trading Advisor does not approve the selection. (iv) In the event the Trading Advisor that a person entitled to indemnification under this Section 13, is made a party to any Proceeding or otherwise incurs any Losses as a result ofan action, suit, or proceeding alleging both matters for which indemnification may be due hereunder and matters for which indemnification may not be due hereunder, such person shall be indemnified only in connection with the activities or claimed activities respect of the Trust, the Trading Company former matters. The Fund or the Managing Owner or its principals, officers, directors, members, managers, shareholders, partners or employees unrelated to the Trading Advisor, as the Managing Owner case may be, shall indemnifyadvance indemnification payments reasonably asserted to be due hereunder, defend provided that the putatively indemnified party which receives such advances undertakes in writing to repay the advanced funds, without interest, in the event that such recipient is determined not to be entitled to indemnification under this Section 13. Notwithstanding any provision of this Agreement to the contrary, in respect of all losses, liabilities, claims, demands, damages, costs, and hold harmless the Trading Advisor expenses described above in this Section 13 (including legal, accounting, and its Principals and Affiliates against any Losses other expenses incurred in each connection therewith. (i) The Trading Advisor shall indemnify and hold harmless the Managing Owner), the Trust, Fund's indemnity obligation shall be limited to the Trustee, the Trading Company and each of their respective Principals and Affiliates against any Losses actually and reasonably incurred by them (A) as a result of a breach of any representation, warranty or agreement net worth of the Trading Advisor made in this Agreement or (B) as a result of act or omission of the Trading Advisor relating time that any event giving rise for a claim to the Trust indemnity arose. The foregoing agreements of indemnity shall be in addition to, and shall in no respect limit or the Trading Company if there has been a final judicial or regulatory determination that such act or failure restrict, any other remedies which may be available to act constituted a breach of an indemnified party under this Agreement misconduct or negligence on the part of the Trading Advisor; provided, however that such final judicial or regulatory determination shall not be required in the event of a settlement of any Proceeding with the prior written consent of the Trading Advisor. (ii) In the event the Managing Owner, the Trust, the Trustee or the Trading Company is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, the activities or claimed activities of the Trading Advisor or its Principals or Affiliates unrelated to the Managing Owner or the Trading Company’s business, the Trading Advisor shall indemnify, defend and hold harmless the Managing Owner, the Trust, the Trading Company and their respective Principals and Affiliates against any Losses incurred in connection therewith. (c) Agreement. Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceedingdemand, claim, lawsuit, action or proceeding, the indemnified party seeking indemnification (the “Indemnitee”) shall notify the indemnifying party from which indemnification is sought (the “Indemnitor”) in writing of the commencement thereof if a claim with in respect thereof is to be made under this Agreement. To , but the extent that the Indemnitor has actual knowledge of the commencement of such Proceeding, the failure omission so to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 2, and the omission to notify the Indemnitor shall not relieve the Indemnitor indemnifying party from any obligation or liability which it may have to any such Indemnitee indemnified party otherwise than under this Section 2section. The Indemnitor In case such demand, claim, lawsuit, action or proceeding is brought against a person indemnified under this Agreement, and the indemnifying party is notified of the commencement thereof, the indemnifying party shall be entitled to participate in therein and, to the defense of any such Proceeding and extent that the indemnifying party may wish, to assume the defense thereof thereof, with counsel selected by the indemnifying party and approved by the indemnified person (provided that approval may not be unreasonably withheld), and after notice from the indemnifying party to such indemnified person of the indemnifying party's election so to assume the defense thereof, the indemnifying party shall not be liable to such person under this section for any legal or other expenses subsequently incurred by such person in connection with the assistance of counsel reasonably satisfactory to the Indemnitee. In any such Proceedingdefense thereof, the Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (i) otherwise agreed the indemnifying party approves the employment of separate counsel by the Indemnitor and Indemnitee such person, or (ii) the named parties to any action has been brought against both such Proceeding (including any impleaded parties) include both the Indemnitor person and the Indemnitee, indemnifying party and representation such person's counsel has advised it or him that it or he has legal defenses different from or in addition to those of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses indemnifying party (it being understood, however, that the Indemnitor indemnifying party shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such Indemniteespersons indemnified hereunder, which firm shall be designated in writing by such Indemnitees and be reasonably acceptable the Trading Advisor or the Fund, as the case may be). Notwithstanding any other provision herein to the Indemnitor). The Indemnitee contrary, neither Xxxx X. Xxxxx nor Xxxx X. Xxxxxxx shall cooperate with the Indemnitor in connection with have any such Proceeding and shall make all personnel, books and records relevant liability to the Proceeding available to the Indemnitor Fund, MLIP or any other person, or their controlling persons, directors, officers and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceeding. (d) In the event that a person entitled to indemnification employees under this Section 2 is made a party to any Proceeding alleging both matters Agreement except for which indemnification can be made hereunder and matters for which indemnification may not be made hereunderfraud or wilful misconduct by Xxxx X. Xxxxx or Xxxx X. Xxxxxxx, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such Proceeding which relates to the matters for which indemnification can be madeas applicable. (e) None of the indemnifications contained in this Section 2 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification without the prior written consent, which shall not be unreasonably withheld, or the party obligated to indemnify such party. (f) The provisions of this Section 2 shall survive the termination of this Agreement.

Standard of Liability Indemnification. (ia) The Trading Advisor and its affiliates and each of their officers, employees, directors, shareholders and controlling persons (the “Trading Advisor Parties”) shall not be liable have no liability to the Managing OwnerSponsor, the TrustAspect Series, the TrusteeAspect CS Series, any other entity that now or in the future invests in the Trading Fund, the Trading Company Fund or the to any owners of Units Equity Interests (the “Limited OwnersMembers”), and shall be indemnified by the Trading Fund against any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith) (“Losses”), for conduct undertaken as a trading advisor to the Trading Fund or otherwise relating to any action or omission of the Trading Advisor Parties (or alleged action or omission) in connection with this Agreement; provided that, such action or omission (or alleged action or omission) does not constitute gross negligence, willful misconduct or breach of this Agreement or any of their respective successors or assigns under this Agreement for any act or failure fiduciary duty owed by the Trading Advisor to act taken or omitted in good faith the Trading Fund and was done in a manner reasonably believed to be in in, or not opposed to to, the best interests of the Trust Trading Fund. The indemnity provision contained in this Section 2(a) shall not increase the liability of each of the Aspect Series and the Trading Company Aspect CS Series beyond the amount of its capital and profits (exclusive of distributions or other returns of capital, including redemptions), if such act or failure to act did not constitute a breach of this Agreementany, misconduct or negligence on the part of in the Trading Advisor. Fund. (b) In the event the Sponsor, the Aspect Series, the Aspect CS Series, any other entity that now or in the future invests in the Trading Fund, or the Trading Fund or their respective principals, affiliates, officers, employees and controlling persons (collectively, the “Sponsor Parties”) is made a party to any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “Proceeding”) to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Trust’s or Trading Company’s assets by the Trading Advisor or the offering and sale of Units, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees and affiliates (“Principals and Affiliates”) against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement (“Losses”) actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of this Agreement; provided, however, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(b) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust. (ii) Without limiting sub-section (i) above, to the extent that the Trading Advisor has been successful on the merits or otherwise in defense of any Proceeding referred to in subsection (i) above, or in defense of any claim, issue or matter therein, the Managing Owner shall indemnify the Trading Advisor and its Principals and Affiliates against the expenses (including, without limitation, reasonable attorneys’ and accountants’ fees) actually and reasonably incurred by them in connection therewith. (iii) Any indemnification under subsection (i) above, unless ordered by a court or administrative forum, shall be made by the Managing Owner only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Trading Advisor has met the applicable standard of conduct set forth in subsection (i) above; provided however, that no opinion shall be required to the extent that the Trading Advisor incurs any Losses arising directly out of (A) an untrue statement of a material fact or any omission to state a material fact required to be stated in the Prospectus or necessary to make the statements in the Prospectus, in light of the circumstances in which they were made not misleading, except for such statements or omissions based upon information furnished by the Trading Advisor for inclusion in the Prospectus or(B) any Selling Agent’s selling activities. Such independent legal counsel shall be selected jointly by the Managing Owner and the Trading Advisor in a timely manner. The Trading Advisor will be deemed to have approved the Managing Owner’s selection unless the Trading Advisor notifies the Managing Owner in writing, received by Managing Owner within five days of Managing Owner’s telecopying to the Trading Advisor of the notice of Managing Owner’s selection, that the Trading Advisor does not approve the selection. (iv) In the event the Trading Advisor is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with the activities or claimed activities of the Trust, the Trading Company or the Managing Owner or its principals, officers, directors, members, managers, shareholders, partners or employees unrelated to the Trading Advisor, the Managing Owner shall indemnify, defend and hold harmless the Trading Advisor and its Principals and Affiliates against any Losses incurred in connection therewith. (i) The Trading Advisor shall indemnify and hold harmless the Managing Owner, the Trust, the Trustee, the Trading Company and each of their respective Principals and Affiliates against any Losses actually and reasonably incurred by them (A) as a result of a breach of any representation, warranty or agreement of the Trading Advisor made in this Agreement or (B) as a result of act or omission of the Trading Advisor relating to the Trust or the Trading Company if there has been a final judicial or regulatory determination that such act or failure to act constituted a breach of this Agreement misconduct or negligence on the part of the Trading Advisor; provided, however that such final judicial or regulatory determination shall not be required in the event of a settlement of any Proceeding with the prior written consent of the Trading Advisor. (ii) In the event the Managing Owner, the Trust, the Trustee or the Trading Company is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, the activities or claimed activities of the any Trading Advisor or its Principals or Affiliates Party unrelated to the Managing Owner or the Trading CompanyFund’s business, the Trading Advisor shall indemnify, defend and hold harmless the Managing Owner, the Trust, the Trading Company and their respective Principals and Affiliates such Sponsor Parties against any direct Losses incurred in connection therewith, except in circumstances where such Proceeding arises either solely or partly as a result of the gross negligence, willful misconduct or breach of this Agreement or any fiduciary obligation owed by the relevant Sponsor Parties. (c) The Trading Advisor Parties shall not be liable to the Sponsor Parties (to the extent permitted by any applicable laws, statutes, rules, regulations or orders and so far as not inconsistent with the provisions of this Agreement) including but not limited to any liability arising from the act or omission of any Clearing Broker (as defined in Section 7), Executing Broker (as defined in Section 7) or other counterparty, except that the Trading Advisor Parties shall be liable to the Sponsor Parties for acts by the Trading Advisor Parties with respect to the provision of services hereunder which constitute gross negligence, willful misconduct or breach of this Agreement by a Trading Advisor Party. (i) Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceeding, the party or parties seeking indemnification (the “Indemnitee”) shall notify the party from which indemnification is sought (the “Indemnitor”) in writing of the commencement thereof if a claim with respect thereof is to be made under this Agreement. To Failure to notify an Indemnitor on a timely basis shall only qualify the right to indemnity hereunder to the extent that such failure is prejudicial to the Indemnitor has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 2, and the omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such Indemnitee otherwise than under this Section 2. Indemnitor. (ii) The Indemnitor shall be entitled to participate in the defense of any such Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the IndemniteeIndemnitee(s). In any such Proceeding, the Indemnitee Indemnitee(s) shall have the right to retain its or their own counsel, but the fees and expenses of such counsel shall be at the such Indemnitee’s own expense unless (iA) otherwise agreed by the Indemnitor and such Indemnitee or (iiB) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the IndemniteeIndemnitee(s), and representation of both the foregoing parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such IndemniteesIndemnitee(s), which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). The Indemnitee Indemnitee(s) shall cooperate with the Indemnitor in connection with any such Proceeding and and, subject to the Indemnitor’s ongoing obligation of confidentiality with regard to such information, shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceeding. (d) In the event that a person entitled to indemnification under this Section 2 is made a party to any Proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such Proceeding which relates to the matters for which indemnification can be made. (e) None of the indemnifications contained in this Section 2 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party or parties claiming indemnification without the prior written consent, which shall not be unreasonably withheld, or of the party obligated to indemnify such party. (f) The Sponsor may not redeem or otherwise distribute or withdraw assets from the Trading Fund for the purpose of eliminating or reducing assets available to satisfy a claim for indemnification of the Trading Advisor pursuant to this Agreement. For the avoidance of doubt, the preceding sentence shall not be construed as restricting the right of the Sponsor to make redemptions from the Trading Fund for the purpose of satisfying redemption or withdrawal requests of holders of Equity Interests. (g) The provisions of this Section 2 shall survive the termination of this Agreement.

Standard of Liability Indemnification. (ia) The Trading Advisor and its affiliates and each of their officers, employees, directors, shareholders and controlling persons (the "Trading Advisor Parties") shall not be liable have no liability to the Managing OwnerSponsor, the Trust, the TrusteeAspect Series, the Trading Company Fund or the to any owners of Units (the “Limited Owners”"Members"), and shall be indemnified by the Trading Fund against, any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith) ("Losses"), for conduct undertaken as a trading advisor to the Trading Fund or otherwise relating to any action or omission of the Trading Advisor Parties (or alleged action or omission) in connection with this Agreement; provided that, such action or omission (or alleged action or omission) does not constitute gross negligence, willful misconduct or breach of this Agreement or any of their respective successors or assigns under this Agreement for any act or failure fiduciary obligation to act taken or omitted in good faith the Trading Fund and was done in a manner reasonably believed to be in in, or not opposed to to, the best interests of the Trust Trading Fund. The indemnity provision contained in this Section 2(a) shall not increase the liability of the Aspect Series beyond the amount of its capital and profits (exclusive of distributions or other returns of capital, including redemptions), if any, in the Trading Company if such act or failure to act did not constitute a breach of this Agreement, misconduct or negligence on the part of the Trading Advisor. In any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “Proceeding”) to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Trust’s or Trading Company’s assets by the Trading Advisor or the offering and sale of Units, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees and affiliates (“Principals and Affiliates”) against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement (“Losses”) actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of this Agreement; provided, however, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(b) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the TrustFund. (ii) Without limiting sub-section (i) above, to the extent that the Trading Advisor has been successful on the merits or otherwise in defense of any Proceeding referred to in subsection (i) above, or in defense of any claim, issue or matter therein, the Managing Owner shall indemnify the Trading Advisor and its Principals and Affiliates against the expenses (including, without limitation, reasonable attorneys’ and accountants’ fees) actually and reasonably incurred by them in connection therewith. (iiib) Any indemnification under subsection (ia) above, unless ordered by a court or administrative forum, shall be made by the Managing Owner Trading Fund only as authorized in the specific case and only upon a determination by independent legal counsel selected by mutual agreement of the Sponsor and the Trading Advisor in a written opinion that such indemnification is proper in the circumstances because the Trading Advisor has met the applicable standard of conduct set forth in subsection (iSection 2(a) above; provided however, that no opinion shall be required to the extent that the Trading Advisor incurs any Losses arising directly out of (A) an untrue statement of a material fact or any omission to state a material fact required to be stated in the Prospectus or necessary to make the statements in the Prospectus, in light of the circumstances in which they were made not misleading, except for such statements or omissions based upon information furnished by the Trading Advisor for inclusion in the Prospectus or(B) any Selling Agent’s selling activities. Such independent legal counsel shall be selected jointly by the Managing Owner and the Trading Advisor in a timely manner. The Trading Advisor will be deemed to have approved the Managing Owner’s selection unless the Trading Advisor notifies the Managing Owner in writing, received by Managing Owner within five days of Managing Owner’s telecopying to the Trading Advisor of the notice of Managing Owner’s selection, that the Trading Advisor does not approve the selection. (ivc) In the event the Sponsor, the Aspect Series or the Trading Advisor Fund and their respective principals, affiliates, officers, employees and controlling persons (the "Sponsor Parties") is made a party to any Proceeding threatened, pending or otherwise incurs any Losses as a result ofcompleted action, arbitration, claim, demand, dispute, lawsuit or in connection with the activities or claimed activities of the Trustother proceeding (each a, the Trading Company or the Managing Owner or its principals, officers, directors, members, managers, shareholders, partners or employees unrelated to the Trading Advisor, the Managing Owner shall indemnify, defend and hold harmless the Trading Advisor and its Principals and Affiliates against any Losses incurred in connection therewith. (i"Proceeding") The Trading Advisor shall indemnify and hold harmless the Managing Owner, the Trust, the Trustee, the Trading Company and each of their respective Principals and Affiliates against any Losses actually and reasonably incurred by them (A) as a result of a breach of any representation, warranty or agreement of the Trading Advisor made in this Agreement or (B) as a result of act or omission of the Trading Advisor relating to the Trust or the Trading Company if there has been a final judicial or regulatory determination that such act or failure to act constituted a breach of this Agreement misconduct or negligence on the part of the Trading Advisor; provided, however that such final judicial or regulatory determination shall not be required in the event of a settlement of any Proceeding with the prior written consent of the Trading Advisor. (ii) In the event the Managing Owner, the Trust, the Trustee or the Trading Company is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, the activities or claimed activities of the any Trading Advisor or its Principals or Affiliates Party unrelated to the Managing Owner or the Trading Company’s Fund's business, the Trading Advisor shall indemnify, defend and hold harmless the Managing Owner, the Trust, the Trading Company and their respective Principals and Affiliates such Sponsor Parties against any direct Losses incurred in connection therewith, except in circumstances where such Proceeding arises either solely or partly as a result of the gross negligence, willful misconduct or breach of this Agreement or any fiduciary obligation owed by the relevant Sponsor Parties. (cd) The Trading Advisor Parties shall not be liable to the Sponsor Parties (to the extent permitted by any applicable laws, statutes, rules, regulations or orders and so far as not inconsistent with the provisions of this Agreement) including any liability arising from the act or omission of any Clearing Broker (as defined in Section 7), Executing Broker (as defined in Section 7) or other counterparty, except that the Trading Advisor Parties shall be liable to the Sponsor Parties for acts by the Trading Advisor Parties with respect to the provision of services hereunder which constitute gross negligence, willful misconduct or breach of this Agreement. (i) Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceeding, the party or parties seeking indemnification (the “"Indemnitee”") shall notify the party from which indemnification is sought (the “"Indemnitor”") in writing of the commencement thereof if a claim with respect thereof is to be made under this Agreement. To Failure to notify an Indemnitor on a timely basis shall only qualify the right to indemnity hereunder to the extent that such failure is prejudicial to the Indemnitor has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 2, and the omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such Indemnitee otherwise than under this Section 2. Indemnitor. (ii) The Indemnitor shall be entitled to participate in the defense of any such Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the IndemniteeIndemnitee(s). In any such Proceeding, the Indemnitee Indemnitee(s) shall have the right to retain its or their own counsel, but the fees and expenses of such counsel shall be at the such Indemnitee’s 's own expense unless (iA) otherwise agreed by the Indemnitor and such Indemnitee or (iiB) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the IndemniteeIndemnitee(s), and representation of both the foregoing parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such IndemniteesIndemnitee(s), which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). The Indemnitee Indemnitee(s) shall cooperate with the Indemnitor in connection with any such Proceeding and and, subject to the Indemnitor's ongoing obligation of confidentiality with regard to such information, shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceeding. (d) In the event that a person entitled to indemnification under this Section 2 is made a party to any Proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such Proceeding which relates to the matters for which indemnification can be made. (ef) None of the indemnifications contained in this Section 2 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party or parties claiming indemnification without the prior written consent, which shall not be unreasonably withheld, or of the party obligated to indemnify such party. (fg) The provisions of this Section 2 shall survive the termination of this Agreement.

Standard of Liability Indemnification. (i) The Trading Advisor shall not be liable to the Managing Owner, the Trust, the Trustee, the Trading Company or the owners members of Units the Trading Company (the “Limited OwnersMembers”), ) or any of their respective successors or assigns under this Agreement for any act or failure to act taken or omitted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company if such act or failure to act did not constitute a breach of this Agreement, misconduct or negligence on the part of the Trading Advisor. In any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “Proceeding”) to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Trust’s or Trading Company’s assets by the Trading Advisor or the offering and sale of UnitsAdvisor, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) the other provisions of this Section 2Agreement, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholdersShareholders, partners, employees and affiliates (“Principals and Affiliates”) against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement (“Losses”) actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of this Agreement; provided, however, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(b) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the TrustTrading Company. (ii) Without limiting sub-section (i) above, to the extent that the Trading Advisor has been successful on the merits or otherwise in defense of any Proceeding referred to in subsection (i) above, or in defense of any claim, issue or matter therein, the Managing Owner Trading Company shall indemnify the Trading Advisor and its Principals and Affiliates against the expenses (including, without limitation, reasonable attorneys’ and accountants’ fees) actually and reasonably incurred by them in connection therewith. (iii) Any indemnification under subsection (i) above, unless ordered by a court or administrative forum, shall be made by the Managing Owner Trading Company only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Trading Advisor has met the applicable standard of conduct set forth in subsection (i) above; provided however, that no opinion shall be required to the extent that the Trading Advisor incurs any Losses arising directly out of (A) an untrue statement of a material fact or any omission to state a material fact required to be stated in the Prospectus or necessary to make the statements in the Prospectus, in light of the circumstances in which they were made not misleading, except for such statements or omissions based upon information furnished by the Trading Advisor for inclusion in the Prospectus or(B) any Selling Agent’s selling activities. Such independent legal counsel shall be selected jointly by the Managing Owner Trading Company and the Trading Advisor in a timely manner. The Trading Advisor will be deemed to have approved the Managing OwnerTrading Company’s selection unless the Trading Advisor notifies the Managing Owner Trading Company in writing, received by Managing Owner the Trading Company within five days of Managing Ownerthe Trading Company’s telecopying to the Trading Advisor of the notice of Managing Ownerthe Trading Company’s selection, that the Trading Advisor does not approve the selection. (iv) In the event the Trading Advisor is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with the activities or claimed activities of the Trust, the Trading Company or the Managing Owner or its principals, officers, directors, members, managers, shareholders, partners or employees Principals and Affiliates unrelated to the Trading Advisor, the Managing Owner Trading Company shall indemnify, defend and hold harmless the Trading Advisor and its Principals and Affiliates against any Losses incurred in connection therewith. (i) The Trading Advisor shall indemnify and hold harmless the Managing Owner, the Trust, the Trustee, the Trading Company and each of their respective Principals and Affiliates against any Losses actually and reasonably incurred by them (A) as a result of a breach of any representation, warranty or agreement of the Trading Advisor made in this Agreement or (B) as a result of act or omission of the Trading Advisor relating to the Trust or the Trading Company if there has been a final judicial or regulatory determination that such act or failure to act constituted a breach of this Agreement Agreement, misconduct or negligence on the part of the Trading Advisor; provided, however that such final judicial or regulatory determination shall not be required in the event of a settlement of any Proceeding with the prior written consent of the Trading Advisor. (ii) In the event the Managing Owner, the Trust, the Trustee or the Trading Company is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, the activities or claimed activities of the Trading Advisor or its Principals or Affiliates unrelated to the Managing Owner or the Trading Company’s business, the Trading Advisor shall indemnify, defend and hold harmless the Managing Owner, the Trust, the Trading Company and their respective Principals and Affiliates against any Losses incurred in connection therewith. (c) Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceeding, the party seeking indemnification (the “Indemnitee”) shall notify the party from which indemnification is sought (the “Indemnitor”) in writing of the commencement thereof if a claim with respect thereof is to be made under this Agreement. To the extent that the Indemnitor has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 2, and the omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such Indemnitee otherwise than under this Section 2. The Indemnitor shall be entitled to participate in the defense of any such Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the Indemnitee. In any such Proceeding, the Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (i) otherwise agreed by the Indemnitor and Indemnitee or (ii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such Indemnitees, which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). The Indemnitee shall cooperate with the Indemnitor in connection with any such Proceeding and shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceeding. (d) In the event that a person entitled to indemnification under this Section 2 is made a party to any Proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such Proceeding which relates to the matters for which indemnification can be made. (e) None of the indemnifications contained in this Section 2 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification without the prior written consent, which shall not be unreasonably withheld, or the party obligated to indemnify such party. (f) The provisions of this Section 2 shall survive the termination of this Agreement.

Standard of Liability Indemnification. (ia) The Trading Advisor shall not be liable to the Managing Owner, the Trust, the Trustee, the Trading Company Fund or the owners of Units (the “Limited Owners”), Manager or any of their respective successors or assigns under except for acts or omissions of the Trading Advisor: (a) which constitute (i) negligence, (ii) misconduct or (iii) a material breach of this Agreement for any act Agreement; or failure to act taken or omitted (b) which result from the Trading Advisor not having acted in good faith in a manner reasonably believed to be in with the reasonable belief that such actions or omissions were in, or not opposed to to, the best interests of the Trust and the Trading Company if such act or failure to act did not constitute a breach of this Agreement, misconduct or negligence on the part of the Trading Advisor. In any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “Proceeding”) to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Trust’s or Trading Company’s assets by the Trading Advisor or the offering and sale of Units, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees and affiliates (“Principals and Affiliates”) against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement (“Losses”) actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of this Agreement; provided, however, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(b) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the TrustFund. (ii) Without limiting sub-section (i) above, to the extent that the Trading Advisor has been successful on the merits or otherwise in defense of any Proceeding referred to in subsection (i) above, or in defense of any claim, issue or matter therein, the Managing Owner shall indemnify the Trading Advisor and its Principals and Affiliates against the expenses (including, without limitation, reasonable attorneys’ and accountants’ fees) actually and reasonably incurred by them in connection therewith. (iii) Any indemnification under subsection (i) above, unless ordered by a court or administrative forum, shall be made by the Managing Owner only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Trading Advisor has met the applicable standard of conduct set forth in subsection (i) above; provided however, that no opinion shall be required to the extent that the Trading Advisor incurs any Losses arising directly out of (A) an untrue statement of a material fact or any omission to state a material fact required to be stated in the Prospectus or necessary to make the statements in the Prospectus, in light of the circumstances in which they were made not misleading, except for such statements or omissions based upon information furnished by the Trading Advisor for inclusion in the Prospectus or(B) any Selling Agent’s selling activities. Such independent legal counsel shall be selected jointly by the Managing Owner The Fund and the Trading Advisor in a timely manner. The Trading Advisor will be deemed to have approved the Managing Owner’s selection unless the Trading Advisor notifies the Managing Owner in writingManager, received by Managing Owner within five days of Managing Owner’s telecopying to the Trading Advisor of the notice of Managing Owner’s selectionjointly and severally, that the Trading Advisor does not approve the selection. (iv) In the event the Trading Advisor is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with the activities or claimed activities of the Trust, the Trading Company or the Managing Owner or its principals, officers, directors, members, managers, shareholders, partners or employees unrelated to the Trading Advisor, the Managing Owner shall indemnify, defend and hold harmless the Trading Advisor and its Principals Affiliates and their respective directors, officers, employees, representatives and controlling persons (such Affiliates and their respective directors, officers, employees, representatives and controlling persons are hereinafter collectively referred to as the “Trading Advisor Parties”) from and against any Losses and all losses, claims, damages, liabilities (joint and several), costs and expenses (including any investigatory, legal and other expenses incurred in connection therewith. with, and any amounts paid in, any settlement; provided that the Fund shall have approved such settlement) (i“Losses”) The Trading Advisor shall indemnify and hold harmless the Managing Ownerwhether or not resulting from any arbitration, the Trustdemand, the Trusteeclaim, the Trading Company and dispute, investigation, lawsuit, action or other proceeding (each of their respective Principals and Affiliates against any Losses actually and reasonably incurred by them (A) as a result of a breach of any representation“Proceeding”), warranty or agreement of to which the Trading Advisor made and/or the Trading Advisor Parties may become subject based upon, arising out of, or otherwise related to, this Agreement, the transactions contemplated in this Agreement or (B) as a result of act or omission of the fact that the Trading Advisor relating is or was a trading advisor to the Trust or Fund, unless any such Losses are the Trading Company if there has been a final judicial or regulatory determination that such act or failure to act constituted a breach of this Agreement misconduct or negligence on the part direct result of the Trading Advisor; provided, however that such final judicial or regulatory determination shall not be required in ’s failure to meet the event standard of a settlement of any Proceeding with the prior written consent of the Trading Advisorliability applicable to it under Section 12(a). (ii) In the event the Managing Owner, the Trust, the Trustee or the Trading Company is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, the activities or claimed activities of the Trading Advisor or its Principals or Affiliates unrelated to the Managing Owner or the Trading Company’s business, the The Trading Advisor shall indemnify, defend and hold harmless the Managing OwnerFund and the Manager and its directors, officers, employees and representatives (such directors, officers, employees and representatives are hereinafter collectively referred to as the “Xxxxxxx Xxxxx Parties”) from and against any and all Losses to which the Fund, the TrustManager and/or the Xxxxxxx Xxxxx Parties may become subject, if any such Losses are the direct result of the Trading Company and their respective Principals and Affiliates against any Losses incurred in connection therewithAdvisor’s failure to meet the standard of liability applicable to it under Section 12(a). (c) The foregoing agreements of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to an indemnified party. (d) Any dispute as to whether a person or entity is entitled to indemnification under this Section 12 may be determined by binding arbitration in accordance with Section 18 of this Agreement. (e) In the event that a person entitled to indemnification under this Section 12, is made a party to a Proceeding alleging both matters for which indemnification may be due hereunder and matters for which indemnification may not be due hereunder, such person shall be indemnified only in respect of the former matters. (f) Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceeding, the indemnified party seeking indemnification (the “Indemnitee”) shall notify the indemnifying party from which indemnification is sought (the “Indemnitor”) in writing of the commencement thereof if a claim with in respect thereof is to be made under this Agreement. To Except to the extent that the Indemnitor has actual knowledge of the commencement of such Proceedingindemnifying party is not materially prejudiced thereby, the failure omission so to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 2, and the omission to notify the Indemnitor shall not relieve the Indemnitor indemnifying party from any obligation or liability which it may have to any such Indemnitee otherwise than indemnified party under this Section 2section. The Indemnitor In the event that such Proceeding is brought against a person indemnified under this Agreement, and the indemnified party is notified of the commencement thereof, the indemnifying party shall be entitled to participate in therein and, to the defense of any such Proceeding and extent that the indemnifying party may wish, to assume the defense thereof thereof, with counsel selected by the indemnifying party and approved by the indemnified person (provided that approval may not be unreasonably withheld or delayed), and after notice from the indemnifying party to such indemnified person of the indemnifying party’s election so as to assume the defense thereof, the indemnifying party shall not be liable to such person under this section for any legal or other expenses subsequently incurred by such person in connection with the assistance defense thereof, unless the indemnifying party approves the employment of separate counsel reasonably satisfactory to the Indemnitee. In any by such Proceeding, the Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (i) otherwise agreed by the Indemnitor and Indemnitee or (ii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses person (it being understood, however, that the Indemnitor indemnifying party shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such Indemniteespersons indemnified hereunder, which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). The Indemnitee shall cooperate with Trading Advisor or the Indemnitor in connection with any such Proceeding and shall make all personnelManager, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor case may reasonably consider desirable in connection with the defense of any such Proceedingbe). (d) In the event that a person entitled to indemnification under this Section 2 is made a party to any Proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such Proceeding which relates to the matters for which indemnification can be made. (e) None of the indemnifications contained in this Section 2 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification without the prior written consent, which shall not be unreasonably withheld, or the party obligated to indemnify such party. (fg) The provisions of this Section 2 12 shall survive the termination or the expiration of this Agreement.

Standard of Liability Indemnification. (ia) The Trading Advisor and its affiliates and each of their officers, employees, directors, shareholders and controlling persons (the “Trading Advisor Parties”) shall not be liable have no liability to the Managing OwnerSponsor, the TrustAspect Series, the TrusteeIntermediate Fund, the Trading Company Fund or the to any owners of Units Equity Interests (the “Limited OwnersMembers”), and shall be indemnified by the Trading Fund against, any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith) (“Losses”), for conduct undertaken as a trading advisor to the Trading Fund or otherwise relating to any action or omission of the Trading Advisor Parties (or alleged action or omission) in connection with this Agreement; provided that, such action or omission (or alleged action or omission) does not constitute gross negligence, willful misconduct or breach of this Agreement or any of their respective successors or assigns under this Agreement for any act or failure fiduciary duty owed by the Trading Advisor to act taken or omitted in good faith the Trading Fund and was done in a manner reasonably believed to be in in, or not opposed to to, the best interests of the Trust Trading Fund. The indemnity provision contained in this Section 2(a) shall not increase the liability of the Aspect Series beyond the amount of its capital and profits (exclusive of distributions or other returns of capital, including redemptions), if any, in the Trading Company if such act Fund. (b) In the event the Sponsor, the Aspect Series, the Intermediate Fund or failure to act did not constitute a breach of this Agreement, misconduct or negligence on the part of the Trading Advisor. In Fund or their respective principals, affiliates, officers, employees and controlling persons (collectively, the “Sponsor Parties”) is made a party to any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “Proceeding”) to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Trust’s or Trading Company’s assets by the Trading Advisor or the offering and sale of Units, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees and affiliates (“Principals and Affiliates”) against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement (“Losses”) actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of this Agreement; provided, however, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(b) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust. (ii) Without limiting sub-section (i) above, to the extent that the Trading Advisor has been successful on the merits or otherwise in defense of any Proceeding referred to in subsection (i) above, or in defense of any claim, issue or matter therein, the Managing Owner shall indemnify the Trading Advisor and its Principals and Affiliates against the expenses (including, without limitation, reasonable attorneys’ and accountants’ fees) actually and reasonably incurred by them in connection therewith. (iii) Any indemnification under subsection (i) above, unless ordered by a court or administrative forum, shall be made by the Managing Owner only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Trading Advisor has met the applicable standard of conduct set forth in subsection (i) above; provided however, that no opinion shall be required to the extent that the Trading Advisor incurs any Losses arising directly out of (A) an untrue statement of a material fact or any omission to state a material fact required to be stated in the Prospectus or necessary to make the statements in the Prospectus, in light of the circumstances in which they were made not misleading, except for such statements or omissions based upon information furnished by the Trading Advisor for inclusion in the Prospectus or(B) any Selling Agent’s selling activities. Such independent legal counsel shall be selected jointly by the Managing Owner and the Trading Advisor in a timely manner. The Trading Advisor will be deemed to have approved the Managing Owner’s selection unless the Trading Advisor notifies the Managing Owner in writing, received by Managing Owner within five days of Managing Owner’s telecopying to the Trading Advisor of the notice of Managing Owner’s selection, that the Trading Advisor does not approve the selection. (iv) In the event the Trading Advisor is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with the activities or claimed activities of the Trust, the Trading Company or the Managing Owner or its principals, officers, directors, members, managers, shareholders, partners or employees unrelated to the Trading Advisor, the Managing Owner shall indemnify, defend and hold harmless the Trading Advisor and its Principals and Affiliates against any Losses incurred in connection therewith. (i) The Trading Advisor shall indemnify and hold harmless the Managing Owner, the Trust, the Trustee, the Trading Company and each of their respective Principals and Affiliates against any Losses actually and reasonably incurred by them (A) as a result of a breach of any representation, warranty or agreement of the Trading Advisor made in this Agreement or (B) as a result of act or omission of the Trading Advisor relating to the Trust or the Trading Company if there has been a final judicial or regulatory determination that such act or failure to act constituted a breach of this Agreement misconduct or negligence on the part of the Trading Advisor; provided, however that such final judicial or regulatory determination shall not be required in the event of a settlement of any Proceeding with the prior written consent of the Trading Advisor. (ii) In the event the Managing Owner, the Trust, the Trustee or the Trading Company is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, the activities or claimed activities of any Trading Advisor Party (which term shall exclude RMF Investment Management (“RMF”) and its affiliates, but for the avoidance of doubt shall include any affiliate of RMF in which the Trading Advisor or its Principals or Affiliates has management control) unrelated to the Managing Owner or the Trading CompanyFund’s business, the Trading Advisor shall indemnify, defend and hold harmless the Managing Owner, the Trust, the Trading Company and their respective Principals and Affiliates such Sponsor Parties against any direct Losses incurred in connection therewith, except in circumstances where such Proceeding arises either solely or partly as a result of the gross negligence, willful misconduct or breach of this Agreement or any fiduciary obligation owed by the relevant Sponsor Parties. (c) The Trading Advisor Parties shall not be liable to the Sponsor Parties (to the extent permitted by any applicable laws, statutes, rules, regulations or orders and so far as not inconsistent with the provisions of this Agreement) including but not limited to any liability arising from the act or omission of any Clearing Broker (as defined in Section 7), Executing Broker (as defined in Section 7) or other counterparty, except that the Trading Advisor Parties (which term shall exclude RMF and its affiliates, but for the avoidance of doubt shall include any affiliate of RMF in which the Trading Advisor has management control) shall be liable to the Sponsor Parties for acts by the Trading Advisor Parties (which term shall exclude RMF and its affiliates, but for the avoidance of doubt shall include any affiliate of RMF in which the Trading Advisor has management control) with respect to the provision of services hereunder which constitute gross negligence, willful misconduct or breach of this Agreement by a Trading Advisor Party (which term shall exclude RMF and its affiliates, but for the avoidance of doubt shall include any affiliate of RMF in which the Trading Advisor has management control). (i) Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceeding, the party or parties seeking indemnification (the “Indemnitee”) shall notify the party from which indemnification is sought (the “Indemnitor”) in writing of the commencement thereof if a claim with respect thereof is to be made under this Agreement. To Failure to notify an Indemnitor on a timely basis shall only qualify the right to indemnity hereunder to the extent that such failure is prejudicial to the Indemnitor has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 2, and the omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such Indemnitee otherwise than under this Section 2. Indemnitor. (ii) The Indemnitor shall be entitled to participate in the defense of any such Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the IndemniteeIndemnitee(s). In any such Proceeding, the Indemnitee Indemnitee(s) shall have the right to retain its or their own counsel, but the fees and expenses of such counsel shall be at the such Indemnitee’s own expense unless (iA) otherwise agreed by the Indemnitor and such Indemnitee or (iiB) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the IndemniteeIndemnitee(s), and representation of both the foregoing parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such IndemniteesIndemnitee(s), which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). The Indemnitee Indemnitee(s) shall cooperate with the Indemnitor in connection with any such Proceeding and and, subject to the Indemnitor’s ongoing obligation of confidentiality with regard to such information, shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceeding. (d) In the event that a person entitled to indemnification under this Section 2 is made a party to any Proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such Proceeding which relates to the matters for which indemnification can be made. (e) None of the indemnifications contained in this Section 2 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party or parties claiming indemnification without the prior written consent, which shall not be unreasonably withheld, or of the party obligated to indemnify such party. (f) The Sponsor may not redeem or otherwise distribute or withdraw assets from the Trading Fund for the purpose of eliminating or reducing assets available to satisfy a claim for indemnification of the Trading Advisor pursuant to this Agreement. For the avoidance of doubt, the preceding sentence shall not be construed as restricting the right of the Sponsor to make redemptions from the Trading Fund for the purpose of satisfying redemption or withdrawal requests of holders of Equity Interests. (g) The provisions of this Section 2 shall survive the termination of this Agreement.

Standard of Liability Indemnification. (ia) The Trading Advisor and its affiliates and each of their officers, employees, directors, shareholders and controlling persons (the “Trading Advisor Parties”) shall not be liable have no liability to the Managing OwnerSponsor, the TrustAspect Series, the TrusteeAspect CS Series, the AlphaMosaic Series, the Platforms, any other entity that now or in the future invests in the Trading Fund, the Trading Company Fund or the to any owners of Units Equity Interests (the “Limited OwnersMembers”), and shall be indemnified by the Trading Fund against any loss, liability, claim, damage or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith) (“Losses”), for conduct undertaken as a trading advisor to the Trading Fund or otherwise relating to any action or omission of the Trading Advisor Parties (or alleged action or omission) in connection with this Agreement; provided that, such action or omission (or alleged action or omission) does not constitute gross negligence, willful misconduct or breach of this Agreement or any of their respective successors or assigns under this Agreement for any act or failure fiduciary duty owed by the Trading Advisor to act taken or omitted in good faith the Trading Fund and was done in a manner reasonably believed to be in in, or not opposed to to, the best interests of the Trust Trading Fund. The indemnity provision contained in this Section 2(a) shall not increase the liability of each of the Aspect Series, the Aspect CS Series or the AlphaMosaic Series beyond the amount of its capital and profits (exclusive of distributions or other returns of capital, including redemptions), if any, in the Trading Company if such act Fund. (b) In the event the Sponsor, the Aspect Series, the Aspect CS Series, the AlphaMosaic Series, any other entity that now or failure to act did not constitute a breach of this Agreement, misconduct or negligence on in the part of future invests in the Trading Advisor. In Fund, or the Trading Fund or their respective principals, affiliates, officers, employees and controlling persons (collectively, the “Sponsor Parties”) is made a party to any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “Proceeding”) to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Trust’s or Trading Company’s assets by the Trading Advisor or the offering and sale of Units, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees and affiliates (“Principals and Affiliates”) against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement (“Losses”) actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of this Agreement; provided, however, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(b) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust. (ii) Without limiting sub-section (i) above, to the extent that the Trading Advisor has been successful on the merits or otherwise in defense of any Proceeding referred to in subsection (i) above, or in defense of any claim, issue or matter therein, the Managing Owner shall indemnify the Trading Advisor and its Principals and Affiliates against the expenses (including, without limitation, reasonable attorneys’ and accountants’ fees) actually and reasonably incurred by them in connection therewith. (iii) Any indemnification under subsection (i) above, unless ordered by a court or administrative forum, shall be made by the Managing Owner only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Trading Advisor has met the applicable standard of conduct set forth in subsection (i) above; provided however, that no opinion shall be required to the extent that the Trading Advisor incurs any Losses arising directly out of (A) an untrue statement of a material fact or any omission to state a material fact required to be stated in the Prospectus or necessary to make the statements in the Prospectus, in light of the circumstances in which they were made not misleading, except for such statements or omissions based upon information furnished by the Trading Advisor for inclusion in the Prospectus or(B) any Selling Agent’s selling activities. Such independent legal counsel shall be selected jointly by the Managing Owner and the Trading Advisor in a timely manner. The Trading Advisor will be deemed to have approved the Managing Owner’s selection unless the Trading Advisor notifies the Managing Owner in writing, received by Managing Owner within five days of Managing Owner’s telecopying to the Trading Advisor of the notice of Managing Owner’s selection, that the Trading Advisor does not approve the selection. (iv) In the event the Trading Advisor is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with the activities or claimed activities of the Trust, the Trading Company or the Managing Owner or its principals, officers, directors, members, managers, shareholders, partners or employees unrelated to the Trading Advisor, the Managing Owner shall indemnify, defend and hold harmless the Trading Advisor and its Principals and Affiliates against any Losses incurred in connection therewith. (i) The Trading Advisor shall indemnify and hold harmless the Managing Owner, the Trust, the Trustee, the Trading Company and each of their respective Principals and Affiliates against any Losses actually and reasonably incurred by them (A) as a result of a breach of any representation, warranty or agreement of the Trading Advisor made in this Agreement or (B) as a result of act or omission of the Trading Advisor relating to the Trust or the Trading Company if there has been a final judicial or regulatory determination that such act or failure to act constituted a breach of this Agreement misconduct or negligence on the part of the Trading Advisor; provided, however that such final judicial or regulatory determination shall not be required in the event of a settlement of any Proceeding with the prior written consent of the Trading Advisor. (ii) In the event the Managing Owner, the Trust, the Trustee or the Trading Company is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, the activities or claimed activities of the any Trading Advisor or its Principals or Affiliates Party unrelated to the Managing Owner or the Trading CompanyFund’s business, the Trading Advisor shall indemnify, defend and hold harmless the Managing Owner, the Trust, the Trading Company and their respective Principals and Affiliates such Sponsor Parties against any direct Losses incurred in connection therewith, except in circumstances where such Proceeding arises either solely or partly as a result of the gross negligence, willful misconduct or breach of this Agreement or any fiduciary obligation owed by the relevant Sponsor Parties. (c) The Trading Advisor Parties shall not be liable to the Sponsor Parties (to the extent permitted by any applicable laws, statutes, rules, regulations or orders and so far as not inconsistent with the provisions of this Agreement) including but not limited to any liability arising from the act or omission of any Clearing Broker (as defined in Section 7), Executing Broker (as defined in Section 7) or other counterparty, except that the Trading Advisor Parties shall be liable to the Sponsor Parties for acts by the Trading Advisor Parties with respect to the provision of services hereunder which constitute gross negligence, willful misconduct or breach of this Agreement by a Trading Advisor Party. (i) Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceeding, the party or parties seeking indemnification (the “Indemnitee”) shall notify the party from which indemnification is sought (the “Indemnitor”) in writing of the commencement thereof if a claim with respect thereof is to be made under this Agreement. To Failure to notify an Indemnitor on a timely basis shall only qualify the right to indemnity hereunder to the extent that such failure is prejudicial to the Indemnitor has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 2, and the omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such Indemnitee otherwise than under this Section 2. Indemnitor. (ii) The Indemnitor shall be entitled to participate in the defense of any such Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the IndemniteeIndemnitee(s). In any such Proceeding, the Indemnitee Indemnitee(s) shall have the right to retain its or their own counsel, but the fees and expenses of such counsel shall be at the such Indemnitee’s own expense unless (iA) otherwise agreed by the Indemnitor and such Indemnitee or (iiB) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the IndemniteeIndemnitee(s), and representation of both the foregoing parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such IndemniteesIndemnitee(s), which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). The Indemnitee Indemnitee(s) shall cooperate with the Indemnitor in connection with any such Proceeding and and, subject to the Indemnitor’s ongoing obligation of confidentiality with regard to such information, shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceeding. (d) In the event that a person entitled to indemnification under this Section 2 is made a party to any Proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such Proceeding which relates to the matters for which indemnification can be made. (e) None of the indemnifications contained in this Section 2 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party or parties claiming indemnification without the prior written consent, which shall not be unreasonably withheld, or of the party obligated to indemnify such party. (f) The Sponsor may not redeem or otherwise distribute or withdraw assets from the Trading Fund for the purpose of eliminating or reducing assets available to satisfy a claim for indemnification of the Trading Advisor pursuant to this Agreement. For the avoidance of doubt, the preceding sentence shall not be construed as restricting the right of the Sponsor to make redemptions from the Trading Fund for the purpose of satisfying redemption or withdrawal requests of holders of Equity Interests. (g) The provisions of this Section 2 shall survive the termination of this Agreement.

Standard of Liability Indemnification. (i) The Trading Advisor shall not be liable to the Managing Owner, the Trust, the Trustee, the Trading Company or the owners of Units (the “"Limited Owners”"), or any of their respective successors or assigns under this Agreement for any act or failure to act taken or omitted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company if such act or failure to act did not constitute a breach of this Agreement, misconduct or negligence on the part of the Trading Advisor. In any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “"Proceeding”") to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Trust’s 's or Trading Company’s 's assets by the Trading Advisor or the offering and sale of Units, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees and affiliates (“"Principals and Affiliates”") against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees), judgments and amounts paid in settlement (“"Losses”") actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of this Agreement; provided, however, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(b4.6(c) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust. (ii) Without limiting sub-section (i) above, to the extent that the Trading Advisor has been successful on the merits or otherwise in defense of any Proceeding referred to in subsection (i) above, or in defense of any claim, issue or matter therein, the Managing Owner shall indemnify the Trading Advisor and its Principals and Affiliates against the expenses (including, without limitation, reasonable attorneys’ ' and accountants’ ' fees) actually and reasonably incurred by them in connection therewith. (iii) Any indemnification under subsection (i) above, unless ordered by a court or administrative forum, shall be made by the Managing Owner only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Trading Advisor has met the applicable standard of conduct set forth in subsection (i) above; provided however, that no opinion shall be required to the extent that the Trading Advisor incurs any Losses arising directly out of (A) an untrue statement of a material fact or any omission to state a material fact required to be stated in the Prospectus or necessary to make the statements in the Prospectus, in light of the circumstances in which they were made not misleading, except for such statements or omissions based upon information furnished by the Trading Advisor for inclusion in the Prospectus or(B) any Selling Agent’s 's selling activities. Such independent legal counsel shall be selected jointly by the Managing Owner and the Trading Advisor in a timely manner. The Trading Advisor will be deemed to have approved the Managing Owner’s 's selection unless the Trading Advisor notifies the Managing Owner in writing, received by Managing Owner within five days of Managing Owner’s 's telecopying to the Trading Advisor of the notice of Managing Owner’s 's selection, that the Trading Advisor does not approve the selection. (iv) In the event the Trading Advisor is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with the activities or claimed activities of the Trust, the Trading Company or the Managing Owner or its principals, officers, directors, members, managers, shareholders, partners or employees unrelated to the Trading Advisor, the Managing Owner shall indemnify, defend and hold harmless the Trading Advisor and its Principals and Affiliates against any Losses incurred in connection therewith. (i) The Trading Advisor shall indemnify and hold harmless the Managing Owner, the Trust, the Trustee, the Trading Company and each of their respective Principals and Affiliates against any Losses actually and reasonably incurred by them (A) as a result of a breach of any representation, warranty or agreement of the Trading Advisor made in this Agreement or (Bb) as a result of act or omission of the Trading Advisor relating to the Trust or the Trading Company if there has been a final judicial or regulatory determination that such act or failure to act constituted a breach of this Agreement misconduct or negligence on the part of the Trading Advisor; provided, provided however that such final judicial or regulatory determination shall not be required in the event of a settlement of any Proceeding with the prior written consent of the Trading Advisor. (ii) In the event the Managing Owner, the Trust, the Trustee or the Trading Company is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, the activities or claimed activities of the Trading Advisor or its Principals or Affiliates unrelated to the Managing Owner or the Trading Company’s 's business, the Trading Advisor shall indemnify, defend and hold harmless the Managing Owner, the Trust, the Trading Company and their respective Principals and Affiliates against any Losses incurred in connection therewith. (c) Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceeding, the party seeking indemnification (the “"Indemnitee”") shall notify the party from which indemnification is sought (the “"Indemnitor”") in writing of the commencement thereof if a claim with respect thereof is to be made under this Agreement. To the extent that the Indemnitor has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 2, and the omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such Indemnitee otherwise than under this Section 2. The Indemnitor shall be entitled to participate in the defense of any such Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the Indemnitee. In any such Proceeding, the Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the Indemnitee’s 's own expense unless (i) otherwise agreed by the Indemnitor and Indemnitee or (ii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such Indemnitees, which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). The Indemnitee shall cooperate with the Indemnitor in connection with any such Proceeding and shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceeding. (d) In the event that a person entitled to indemnification under this Section 2 is made a party to any Proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such Proceeding which relates to the matters for which indemnification can be made. (e) None of the indemnifications contained in this Section 2 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification without the prior written consent, which shall not be unreasonably withheld, or the party obligated to indemnify such party. (f) The provisions of this Section 2 shall survive the termination of this Agreement.

Standard of Liability Indemnification. (i) The Trading Advisor shall not be liable to the Managing Owner, the Trust, the Trustee, the Trading Company or the owners of Units (the “Limited Owners”), or any of their respective successors or assigns under this Agreement for any act or failure to act taken or omitted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company if such act or failure to act did not constitute a breach of this Agreement, misconduct or negligence on the part of the Trading Advisor. In any threatened, pending or completed action, arbitration, claim, demand, dispute, lawsuit or other proceeding (each a, “Proceeding”) to which the Trading Advisor was or is a party or is threatened to be made a party arising out of or in connection with this Agreement or the management of the Trust’s or Trading Company’s assets by the Trading Advisor or the offering and sale of Units, the Managing Owner and the Trading Company shall, subject to subsection (a)(iii) of this Section 2, indemnify and hold harmless the Trading Advisor and its principals, officers, directors, members, managers, shareholders, partners, employees and affiliates (“Principals and Affiliates”) against any loss, liability, damage, cost, expense (including, without limitation, reasonable attorneys’ and accountants’ fees), judgments and amounts paid in settlement (“Losses”) actually and reasonably incurred by them in connection with such Proceeding if the Trading Advisor acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust and the Trading Company and provided that its conduct did not constitute negligence, misconduct, or a breach of this Agreement; provided, however, that no indemnification shall be available from the Managing Owner if such indemnification is prohibited by Section 4.6(b) of the Trust Agreement. The termination of any Proceeding by judgment, order or settlement shall not, of itself, create a presumption that the Trading Advisor did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Trust. (ii) Without limiting sub-section (i) above, to the extent that the Trading Advisor has been successful on the merits or otherwise in defense of any Proceeding referred to in subsection (i) above, or in defense of any claim, issue or matter therein, the Managing Owner shall indemnify the Trading Advisor and its Principals and Affiliates against the expenses (including, without limitation, reasonable attorneys’ and accountants’ fees) actually and reasonably incurred by them in connection therewith. (iii) Any indemnification under subsection (i) above, unless ordered by a court or administrative forum, shall be made by the Managing Owner only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Trading Advisor has met the applicable standard of conduct set forth in subsection (i) above; provided however, that no opinion shall be required to the extent that the Trading Advisor incurs any Losses arising directly out of (A) an untrue statement of a material fact or any omission to state a material fact required to be stated in the Prospectus or necessary to make the statements in the Prospectus, in light of the circumstances in which they were made not misleading, except for such statements or omissions based upon information furnished by the Trading Advisor for inclusion in the Prospectus or(B) any Selling Agent’s selling activities. Such independent legal counsel shall be selected jointly by the Managing Owner and the Trading Advisor in a timely manner. The Trading Advisor will be deemed to have approved the Managing Owner’s selection unless the Trading Advisor notifies the Managing Owner in writing, received by Managing Owner within five days of Managing Owner’s telecopying to the Trading Advisor of the notice of Managing Owner’s selection, that the Trading Advisor does not approve the selection. (iv) In the event the Trading Advisor is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with the activities or claimed activities of the Trust, the Trading Company or the Managing Owner or its principals, officers, directors, members, managers, shareholders, partners or employees unrelated to the Trading Advisor, the Managing Owner shall indemnify, defend and hold harmless the Trading Advisor and its Principals and Affiliates against any Losses incurred in connection therewith. (i) The Trading Advisor shall indemnify and hold harmless the Managing Owner, the Trust, the Trustee, the Trading Company and each of their respective Principals and Affiliates against any Losses actually and reasonably incurred by them (A) as a result of a breach of any representation, warranty or agreement of the Trading Advisor made in this Agreement or (B) as a result of act or omission of the Trading Advisor relating to the Trust or the Trading Company if there has been a final judicial or regulatory determination that such act or failure to act constituted a breach of this Agreement Agreement, misconduct or negligence on the part of the Trading Advisor; provided, however that such final judicial or regulatory determination shall not be required in the event of a settlement of any Proceeding with the prior written consent of the Trading Advisor. (ii) In the event the Managing Owner, the Trust, the Trustee or the Trading Company is made a party to any Proceeding or otherwise incurs any Losses as a result of, or in connection with, the activities or claimed activities of the Trading Advisor or its Principals or Affiliates unrelated to the Managing Owner or the Trading Company’s business, the Trading Advisor shall indemnify, defend and hold harmless the Managing Owner, the Trust, the Trading Company and their respective Principals and Affiliates against any Losses incurred in connection therewith. (c) Promptly after receipt by any of the indemnified parties under this Agreement of notice of any Proceeding, the party seeking indemnification (the “Indemnitee”) shall notify the party from which indemnification is sought (the “Indemnitor”) in writing of the commencement thereof if a claim with respect thereof is to be made under this Agreement. To the extent that the Indemnitor has actual knowledge of the commencement of such Proceeding, the failure to notify the Indemnitor shall not relieve such Indemnitor from any indemnification liability which it may have to such Indemnitee pursuant to this Section 2, and the omission to notify the Indemnitor shall not relieve the Indemnitor from any obligation or liability which it may have to any such Indemnitee otherwise than under this Section 2. The Indemnitor shall be entitled to participate in the defense of any such Proceeding and to assume the defense thereof with the assistance of counsel reasonably satisfactory to the Indemnitee. In any such Proceeding, the Indemnitee shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the Indemnitee’s own expense unless (i) otherwise agreed by the Indemnitor and Indemnitee or (ii) the named parties to any such Proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the existence of different or additional defenses (it being understood, however, that the Indemnitor shall not be liable for legal fees or other expenses of more than one separate firm of attorneys for all such Indemnitees, which firm shall be designated in writing by such Indemnitees and be reasonably acceptable to the Indemnitor). The Indemnitee shall cooperate with the Indemnitor in connection with any such Proceeding and shall make all personnel, books and records relevant to the Proceeding available to the Indemnitor and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably consider desirable in connection with the defense of any such Proceeding. (d) In the event that a person entitled to indemnification under this Section 2 is made a party to any Proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that portion of the loss, liability, damage, cost or expense incurred in such Proceeding which relates to the matters for which indemnification can be made. (e) None of the indemnifications contained in this Section 2 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification without the prior written consent, which shall not be unreasonably withheld, or the party obligated to indemnify such party. (f) The provisions of this Section 2 shall survive the termination of this Agreement.