Common use of Warranties Disclaimers Clause in Contracts

Warranties Disclaimers. (a) MSCI represents and warrants that MSCI is the owner of rights granted to Licensee herein and that use of the Indexes as provided herein shall not infringe any trademark, service xxxx, copyright, other proprietary right, or contractual right of any person not a party to this Agreement. (b) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in the prospectus and any contract(s) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: This fund is not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCI. Neither MSCI nor any other party makes any representation or warranty, express or implied, to the owners of this fund or any member of the public regarding the advisability of investing in funds generally or in this fund particularly or the ability of the [ ] index to track general stock market performance. MSCI is the licensor of certain trademarks, service marks and trade names of MSCI and of the [ ] index which is determined, composed and calculated by MSCI without regard to the issuer of this fund or this fund. MSCI has no obligation to take the needs of the issuer of this fund or the owners of this fund into consideration in determining, composing or calculating the [ ] index. MSCI is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of this fund to be issued or in the determination or calculation of the equation by which this fund is redeemable for cash. Neither MSCI nor any other party has any obligation or liability to owners of this fund in connection with the administration, marketing or trading of this fund. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital International. Nor does Xxxxxx Xxxxxxx Capital International make any representation regarding the advisability of investing in any the Funds. (d) MSCI represents and warrants that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (e) Licensee represents and warrants that it has the authority to enter into this Agreement and that its performance does not violate any applicable laws, regulations or agreements, including but not limited to banking, commodities and securities laws.

Warranties Disclaimers. (a) MSCI Mergent represents and warrants that MSCI is it has the owner of right and authority to grant the rights granted to Licensee herein and that use the license granted herein and the exercise by Licensee of such rights pursuant to the Indexes as provided herein terms of this Agreement shall not infringe any trademark, service xxxx, copyright, patent or other proprietary right, or contractual right of any person not a party to this Agreement. (b) Licensee agrees expressly to be bound itself by (except as set forth in Subsection 9(a)), and furthermore to include all of include, the following disclaimers and limitations in the each prospectus and any contract(s) relating to the Funds Product and upon written request to furnish a copy (copies) thereof to MSCIMergent in substantially the form set forth below: This fund is Trust and its common shares are not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCIMergent. Neither MSCI nor any other party Mergent makes any no representation or warranty, express or implied, to the owners shareholders of this fund Trust or any member of the public regarding the advisability of investing in funds securities generally or in this fund Trust particularly or the ability of the [ ] index any data supplied by Mergent to track general stock market performance. MSCI Mergent’s only relationship to this Trust is the licensor licensing of certain trademarks, service marks trademarks and trade names of MSCI Mergent and of the [ ] index data supplied by Mergent which is determined, composed and calculated by MSCI Mergent without regard to the issuer of this fund Trust or this fundits common shares. MSCI Mergent has no obligation to take the needs of the issuer of this fund Trust or the owners shareholders of this fund the Trust into consideration in determining, composing or calculating the [ ] indexdata supplied by Mergent. MSCI Mergent is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of this fund to be issued or in the determination or calculation of the equation by which this fund is redeemable for cashcommon shares of the Trust or the timing of the issuance or sale of such common shares. Neither MSCI nor any other party Mergent has any no obligation or liability to owners of this fund in connection with the administration, marketing or trading of this fundTrust or its common shares. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGESAny material changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of Mergent. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital International. Nor does Xxxxxx Xxxxxxx Capital International make any representation regarding the advisability of investing in any the Funds. (d) MSCI Each party represents and warrants that to the other that, to its knowledge, it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (ed) Licensee represents and warrants to Mergent that it has the authority Product conforms to enter into this Agreement the descriptions of the Product contained in its current Registration Statement. (e) Each party represents and that warrants to the other that, to its performance knowledge, the Product does not violate any applicable laws, regulations or agreementslaw, including but not limited to banking, commodities and securities laws. (f) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(b) and subject to indemnification for third-party claims, in no event shall the cumulative liability of Mergent to Licensee for any reason exceed the average annual License Fees actually paid to Mergent hereunder. (g) Use of any marks by Licensee in connection with its Product which are not the Marks is at Licensee’s sole risk. (h) The provisions of this Section 9 shall survive any expiration or termination of this Agreement.

Warranties Disclaimers. (a) MSCI represents and warrants that MSCI is the owner of rights granted to Licensee herein and that use of the Indexes as provided herein shall not infringe any trademark, service xxxx, copyright, other proprietary right, or contractual right of any person not a Each party to this Agreement. (b) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in the prospectus and any contract(s) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: This fund is not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCI. Neither MSCI nor any other party makes any representation or warranty, express or implied, to the owners of this fund or any member of the public regarding the advisability of investing in funds generally or in this fund particularly or the ability of the [ ] index to track general stock market performance. MSCI is the licensor of certain trademarks, service marks and trade names of MSCI and of the [ ] index which is determined, composed and calculated by MSCI without regard to the issuer of this fund or this fund. MSCI has no obligation to take the needs of the issuer of this fund or the owners of this fund into consideration in determining, composing or calculating the [ ] index. MSCI is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of this fund to be issued or in the determination or calculation of the equation by which this fund is redeemable for cash. Neither MSCI nor any other party has any obligation or liability to owners of this fund in connection with the administration, marketing or trading of this fund. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital International. Nor does Xxxxxx Xxxxxxx Capital International make any representation regarding the advisability of investing in any the Funds. (d) MSCI represents and warrants that it has the authority to enter into this Agreement according to its terms terms, and that the execution and delivery by it of this Agreement and the performance by it of its performance does obligations hereunder will not violate any laws, regulations or agreements other agreement applicable to it. (e) it or any applicable law or regulation. Licensee represents and warrants to Licensor that the issuance, marketing, promotion, sale and resale of the Products by it has the authority to enter into this Agreement and that its performance does will not violate any agreement applicable to it or any applicable laws, regulations rules or agreementsregulations, including but not limited to bankingincluding, without limitation, securities, commodities and securities banking laws. (b) Licensee covenants and agrees with Licensor that the Products shall at all times comply with the descriptions thereof set forth on Schedule III. (c) Licensee expressly agrees to be bound by the terms of the statement set forth in Section 6(a), which terms are expressly incorporated herein by reference and made a part hereof. (d) Notwithstanding any other provision of this Agreement to the contrary, and without limiting the disclaimers set forth in this Agreement (including, without limitation, in the statement set forth in Section 6(a), in no event: (i) shall the cumulative liability of Licensor to Licensee and its Affiliates under or relating to this Agreement at any time exceed the aggregate amount of License Fees received by Licensor pursuant to this Agreement prior to such time; (ii) shall Licensor be liable for any special, consequential or punitive damages for any act or omission in connection with this Agreement or the performance hereof; or (iii) shall Licensor have any liability for any Loss (as defined in Section 9(a)) incurred by Licensee in connection with Licensee's use of any of the Licensor Marks or the Indexes or the exercise of its rights under this Agreement, except to the extent that such Loss was directly and proximately caused by the gross negligence or willful misconduct of either of the Licensor or by a material breach of Licensor's representations and warranties under this Agreement.

Warranties Disclaimers. (a) MSCI S&P represents and warrants that MSCI is S&P has the owner of right to grant the rights granted to Licensee herein and that use of the Indexes as provided license granted herein shall not infringe any trademark, service xxxx, copyright, copyright or other proprietary right, or contractual right of any person not a party to this Agreement. (b) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in the each prospectus and any contract(sor each Statement of Additional Information ("SAI") relating to the Funds Product, provided the SAI is incorporated by reference into the prospectus and upon request the prospectus contains disclosure regarding the S&P 500 Index that conforms to furnish the notice in Subsection 7(b), including a cross reference to the -------------------------------------------------------------------------------- [Scudder Enhanced fund] -9- SAI disclosure. Licensee shall xxxxxxh a copy (copies) of the prospectus and SAI thereof to MSCIS&P: This fund The Scudder Select 500 Fund is not sponsored, endorsed, sold or promoted by MSCI or any affiliate promotex xx Xxandard & Poor's, a division of MSCIThe McGraw-Hill Companies, Inc. ("S&P"). Neither MSCI nor any other party S&P makes any no representation or warrantywaxxxxxx, express xxpress or implied, to the owners of this fund the Scudder Select 500 Fund or any member of the public regarding the advisability advisabxxxxx of investing in funds securities generally or in this fund the Scudder Select 500 Fund particularly or the ability of the [ ] index to track S&P 500 Index xx xxxck general stock market performance. MSCI S&P's only relationship to the Scudder Kemper Investments, Inc. is the licensor licensing of certain trademarks, service marks and trade names trademarks xxx xxxxx xxxes of MSCI S&P and of the [ ] index S&P 500 Index which is determined, composed and calculated by MSCI S&P without regard to the issuer of this fund Scudder Kemper Investments, Inc. or this fundthe Scudder Select 500 Fund. MSCI S&P has no obligation xx xxxxxxxxxx to take the needs of the issuer of this fund Scudxxx Xxmper Investments, Inc. or the owners of this fund into the Scudder Selecx 000 Xxxx xxto consideration in determining, composing or calculating xx xxxculating the [ ] indexS&P 500 Index. MSCI S&P is not responsible for and has not participated in the determination of the prices and amount of the Scudder Select 500 Fund or the timing of, prices at, of the issuance or quantities sale of this fund to be issued the Scuddxx Xxxect 500 Fund or in the determination or calculation of the equation by equxxxxx xy which this fund the Scudder Select 500 Fund is redeemable for to be converted into cash. Neither MSCI nor any other party S&P has any obligation or liability to owners of this fund no obligatiox xx xxability in connection with the administration, marketing or trading of this fundthe Scudder Select 500 Fund. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE XX XXX COMPLETENESS OF THE INDEXES S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. NEITHER MSCI NOR ANY OTHER PARTY S&P MAKES ANY NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEESCUDDER KEMPER INVESTMENTS, LICENSEE’S CUSTOMERS AND COUNTERPARTIESINC., OWNERS OF THE FUNDSSCUDDER SELECT 500 FUNX, OR ANY OTHER XX XXX XXXXR PERSON OR ENTITY FROM THE USE OF THE INDEXES XXX X&X 500 INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USETHEREIN. NEITHER MSCI NOR ANY OTHER PARTY S&P MAKES ANY NO EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A -------------------------------------------------------------------------------- [Scudder Enhanced fund] -10- PARTICULAR PURPOSE OR USE WITH RESPECT XXXXXXT TO THE INDEXES S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY S&P HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) , EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of S&P. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital International. Nor does Xxxxxx Xxxxxxx Capital International make any representation regarding the advisability of investing in any the Funds. (d) MSCI Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (d) Licensee represents and warrants to S&P that the Product shall at all times comply with the description in Exhibit A. (e) Licensee represents and warrants to S&P that it has the authority to enter into this Agreement and that its performance does Product shall not violate any applicable laws, regulations or agreementslaw, including but not limited to banking, commodities and securities laws. (f) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(b), in no event shall the cumulative liability of S&P to Licensee exceed the average annual License Fees actually paid to S&P hereunder. (g) Use of any marks by Licensee in connection with its Product (including in the name of such Product) which are not the S&P Marks is at Licensee's sole risk. -------------------------------------------------------------------------------- (h) The provisions ox xxxx Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) MSCI AGI represents and warrants that MSCI is AGI has the owner of right to grant the rights granted to Licensee herein and that use of the Indexes as provided herein shall not infringe any trademark, service xxxx, copyright, other proprietary right, or contractual right of any person not a party to this Agreementherein. (b) AGI further warrants and represents to Licensee agrees expressly that the AGI Marks and the AGI Index(es) are the exclusive property of AGI, that AGI has and retains all proprietary rights therein (including, but not limited to be bound itself by and furthermore to include all of the following disclaimers and limitations in the prospectus and any contract(s) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: This fund is not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCI. Neither MSCI nor any other party makes any representation or warranty, express or implied, to the owners of this fund or any member of the public regarding the advisability of investing in funds generally or in this fund particularly or the ability of the [ ] index to track general stock market performance. MSCI is the licensor of certain trademarks, service marks marks, patents and trade names of MSCI copyrights), that the AGI Index(es) and of the [ ] index which is determined, composed its compilation and calculated by MSCI without regard to the issuer of this fund or this fund. MSCI has no obligation to take the needs of the issuer of this fund or the owners of this fund into consideration in determining, composing or calculating the [ ] index. MSCI is not responsible for composition and has not participated changes therein are in the determination control and discretion of AGI, and that the timing ofAGI Index(es) and AGI Marks, prices atand license thereof, or quantities do not infringe the rights of this fund to be issued or in the determination or calculation of the equation by which this fund is redeemable for cash. Neither MSCI nor any other party has any obligation or liability to owners of this fund in connection with the administration, marketing or trading of this fund. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGESthird party. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (each prospectus, offering memorandum or other than the prospectus) such offering document relating to the Funds and upon request to furnish a copy (copiesProduct(s): "The Product(s) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are is not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital InternationalArdour Global Indexes, LLC, ("AGI"). Nor does Xxxxxx Xxxxxxx Capital International make AGI makes no representation or warranty, express or implied, to the owners of the Product(s) or any representation member of the public regarding the advisability of investing in any securities generally or in the FundsProduct(s) particularly or the ability of the AGI Index(es) to track the performance of the alternative energies market. AGI's only relationship to the Licensee is the licensing of certain service marks and trade names of AGI and of the AGI Index(es) that is determined, composed and calculated by AGI without regard to the Licensee or the Product(s). AGI has no obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the AGI Index(es). AGI is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. AGI has no obligation or liability in connection with the administration, marketing or trading of the Product(s). (d) MSCI represents and warrants that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (e) Licensee represents and warrants that it has the authority to enter into this Agreement and that its performance does not violate any applicable laws, regulations or agreements, including but not limited to banking, commodities and securities laws.

Warranties Disclaimers. (a) MSCI The PSE represents and warrants that MSCI the PSE is the owner of rights granted of, or has the right to Licensee herein license Principal Preservation to use, the PSE Marks and that use of the Indexes PSE Tech, as provided herein shall not infringe any trademark, service xxxx, copyright, other proprietary right, or contractual right of any person not a party to this Agreementherein. (b) Licensee agrees expressly The PSE shall promptly correct, or instruct its agent, to be bound itself by and furthermore to include all correct any mathematical errors made in the PSE's computation of the following disclaimers and limitations PSE Tech which are brought to the PSE's attention by Principal Preservation, provided that nothing in the prospectus and Paragraph 10(b) shall give Principal Preservation the right to exercise any contract(s) relating judgment or require any changes with respect to the Funds and upon request to furnish a copy methods of composing, calculating or determining the PSE Tech. (copiesc) thereof to MSCI: This fund is not sponsored, endorsed, sold The PSE shall obtain information for inclusion in or promoted by MSCI or any affiliate of MSCI. Neither MSCI nor any other party makes any representation or warranty, express or implied, to the owners of this fund or any member of the public regarding the advisability of investing in funds generally or in this fund particularly or the ability of the [ ] index to track general stock market performance. MSCI is the licensor of certain trademarks, service marks and trade names of MSCI and of the [ ] index which is determined, composed and calculated by MSCI without regard to the issuer of this fund or this fund. MSCI has no obligation to take the needs of the issuer of this fund or the owners of this fund into consideration in determining, composing or calculating the [ ] index. MSCI is not responsible for and has not participated use in the determination of the timing of, prices at, or quantities of this fund to be issued or in the determination or calculation of the equation by PSE Tech from sources which this fund is redeemable for cashthe PSE considers reliable, but the PSE does not guarantee the accuracy and/or the completeness of the PSE Tech or any data included therein. Neither MSCI nor any other party has any obligation or liability to owners of this fund in connection with the administration, marketing or trading of this fund. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY PSE MAKES ANY NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S CUSTOMERS AND COUNTERPARTIESPRINCIPAL PRESERVATION, OWNERS OF THE FUNDSPORTFOLIO, ANY PERSON OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES PSE TECH OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS USE LICENSED HEREUNDER HEREUNDER, OR FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY THE PSE MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES SUCH WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR USE WITH RESPECT TO THE INDEXES PSE TECH OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Licensee agrees The Portfolio's prospectuses filed with the SEC hereunder shall expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations disclaimer language contained in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital International. Nor does Xxxxxx Xxxxxxx Capital International make any representation regarding the advisability of investing in any the FundsParagraph 10(c). (d) MSCI represents and warrants that it has the authority to enter into Neither party shall have any liability for lost profits or consequential damages arising out of this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to itAgreement. (e) Licensee represents and warrants that it has the authority to enter into The provisions of this Agreement and that its performance does not violate Paragraph 10 shall survive any applicable laws, regulations or agreements, including but not limited to banking, commodities and securities lawstermination of this Agreement.

Warranties Disclaimers. (a) MSCI Mergent represents and warrants that MSCI is it has the owner of right and authority to grant the rights granted to Licensee herein and that use the license granted herein and the exercise by Licensee of such rights pursuant to the Indexes as provided herein terms of this Agreement shall not infringe any trademark, service xxxx, copyright, patent or other proprietary right, or contractual right of any person not a party to this Agreement. (b) Licensee agrees expressly to be bound itself by (except as set forth in paragraph 9(a)), and furthermore to include all of include, the following disclaimers and limitations in the each prospectus and any contract(s) relating to the Funds Product and upon written request to furnish a copy (copies) thereof to MSCIMergent in substantially the form set forth below: This fund is Trust and its common shares are not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCIMergent. Neither MSCI nor any other party Mergent makes any no representation or warranty, express or implied, to the owners shareholders of this fund Trust or any member of the public regarding the advisability of investing in funds securities generally or in this fund Trust particularly or the ability of the [ ] index any data supplied by Mergent to track general stock market performance. MSCI Mergent’s only relationship to this Trust is the licensor licensing of certain trademarks, service marks trademarks and trade names of MSCI Mergent and of the [ ] index data supplied by Mergent which is determined, composed and calculated by MSCI Mergent without regard to the issuer of this fund Trust or this fundits common shares. MSCI Mergent has no obligation to take the needs of the issuer of this fund Trust or the owners shareholders of this fund the Trust into consideration in determining, composing or calculating the [ ] indexdata supplied by Mergent. MSCI Mergent is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of this fund to be issued or in the determination or calculation of the equation by which this fund is redeemable for cashcommon shares of the Trust or the timing of the issuance or sale of such common shares. Neither MSCI nor any other party Mergent has any no obligation or liability to owners of this fund in connection with the administration, marketing or trading of this fundTrust or its common shares. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGESAny material changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of Mergent. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital International. Nor does Xxxxxx Xxxxxxx Capital International make any representation regarding the advisability of investing in any the Funds. (d) MSCI Each party represents and warrants that to the other that, to its knowledge, it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (ed) Licensee represents and warrants to Mergent that it has the authority Product conforms to enter into this Agreement the descriptions of the Product contained in its current registration statement on Form N-2 filed with the U.S. Securities and that Exchange Commission. (e) Each party represents and warrants to the other that, to its performance knowledge, the Product does not violate any applicable laws, regulations or agreementslaw, including but not limited to banking, commodities and securities laws. (f) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in paragraph 9(b) and subject to indemnification for third-party claims, in no event shall the cumulative liability of Mergent to Licensee for any reason exceed the average annual License Fees actually paid to Mergent hereunder. (g) Use of any marks by Licensee in connection with its Product which are not the Marks is at Licensee’s sole risk. (h) The provisions of this Section 9 shall survive any expiration or termination of this Agreement.

Warranties Disclaimers. (a) MSCI Xxxxxx Xxxxxxx represents and warrants that MSCI Xxxxxx Xxxxxxx is the owner of rights granted to Licensee herein and that use of the Indexes Index and the Marks as provided herein shall not infringe any trademark, service xxxx, copyright, other proprietary right, or contractual right of any person not a party to this Agreement. (b) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in the prospectus and any contract(s) relating to the Funds Product, including, without limitation, agreements with subscribers to the Product, and upon request to furnish a copy (copies) thereof to MSCIXxxxxx Xxxxxxx: This fund Warburg, Xxxxxx Managed EAFE(R) Countries Fund (the "Fund") is not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCIXxxxxx Xxxxxxx. Neither MSCI nor any other party Xxxxxx Xxxxxxx makes any no representation or warranty, express or implied, to the owners of this fund the Fund or any member of the public regarding the advisability of investing in funds securities generally or in this fund the Fund particularly or the ability of the [ ] index Xxxxxx Xxxxxxx EAFE(R) Index to track general stock market performance. MSCI Xxxxxx Xxxxxxx is the licensor of certain trademarks, service marks and trade names of MSCI Xxxxxx Xxxxxxx and of the [ ] index which is determined, composed and calculated by MSCI without regard to the issuer of this fund or this fundXxxxxx Xxxxxxx EAFE(R) Index. MSCI Xxxxxx Xxxxxxx has no obligation to take the needs of the issuer of this fund the Fund or the owners of this fund the Fund into consideration in determining, composing or calculating the [ ] indexXxxxxx Xxxxxxx EAFE(R) Index. MSCI Xxxxxx Xxxxxxx is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of this fund the Fund to be issued or in the determination or calculation of the equation by which this fund the Fund is redeemable for cash. Neither MSCI nor any other party Xxxxxx Xxxxxxx has any no obligation or liability to owners of this fund the Fund in connection with the administration, marketing or trading of this fundthe Fund. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY XXXXXX XXXXXXX MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY NO EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY XXXXXX XXXXXXX HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital International. Nor does Xxxxxx Xxxxxxx Capital International make any representation regarding the advisability of investing in any the Funds. (d) MSCI Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (ed) Licensee represents and warrants to Xxxxxx Xxxxxxx that it has the authority to enter into this Agreement and that its performance does Product shall not violate any applicable laws, regulations or agreements, including but not limited to banking, commodities and securities laws. (e) Neither party shall have any liability for lost profits or consequential damages arising out of this Agreement. (f) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) MSCI represents and warrants that MSCI is the owner of rights granted to Licensee herein and that use of the Indexes as provided herein shall not infringe any trademark, service xxxx, copyright, other proprietary right, or contractual right of any person not a party to this Agreement. (b) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in the prospectus and any offering circular or contract(s) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: This fund is not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCI. Neither MSCI MSCI, any of its affiliates nor any other party involved in making or compiling the [ ] index makes any representation or warranty, express or implied, to the owners of this fund or any member of the public regarding the advisability of investing in funds generally or in this fund particularly or the ability of the [ ] index to track general stock market performance. MSCI is the licensor of certain trademarks, service marks and trade names of MSCI and of the [ ] index which is determined, composed and calculated by MSCI without regard to this fund or the issuer of this fund or this fund. MSCI has no obligation to take the needs of the issuer of this fund or the owners of this fund into consideration in determining, composing or calculating the [ ] index. MSCI is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of this fund to be issued or in the determination or calculation of the equation by which this fund is redeemable for cash. Neither MSCI MSCI, any of its affiliates nor any other party involved in making or compiling the [ ] index has any obligation or liability to owners of this fund in connection with the administration, marketing or trading of this fund. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN MAKING OR COMPILING THE [ ] INDEX GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN MAKING OR COMPILING THE [ ] INDEX MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S 'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN MAKING OR COMPILING THE [ ] INDEX SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH THE INDEXES OR ANY DATA INCLUDED THEREIN. FURTHER, NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN MAKING OR COMPILING THE [ ] INDEX MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES AND ANY DATA INCLUDED THEREIN. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN MAKING OR COMPILING THE [ ] INDEX SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH THE INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. (cb) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index [ ] is/are trade or service marks xxxx(s) of Xxxxxx Xxxxxxx Capital International Inc. ("MSCI") and its affiliates and has/have been licensed for use for certain purposes by Barclays Global Investors[ ]. [Fund], N.A. The Funds are based on the [ ] index, has not been passed on by MSCI as to its legality or suitability, and is not issued, sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital InternationalMSCI. Nor MSCI makes no warranties and bears no liability with respect to the [Fund]. MSCI has no responsibility for and does Xxxxxx Xxxxxxx Capital International make any representation regarding not participate in the advisability management of investing in any the Funds[Fund] assets or sale of the [Fund] shares. The [Prospectus] contains a more detailed description of the limited relationship MSCI has with [ ] and the [Fund]. (d) MSCI Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (e) Licensee represents and warrants to MSCI that it has the authority to enter into this Agreement and that its performance does Funds shall not violate any applicable laws, regulations or agreements, including but not limited to banking, commodities and securities funds laws. (f) THE DATA IS PROVIDED TO LICENSEE ON AN "AS IS" BASIS. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN MAKING OR COMPILING THE DATA MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA (OR THE RESULTS TO BE OBTAINED BY THE USE THEREOF), AND MSCI EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF ORIGINALITY, ACCURACY, COMPLETENESS, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. LICENSEE ASSUMES THE ENTIRE RISK OF ANY USE LICENSEE MAY MAKE OF THE DATA AND ACKNOWLEDGES THAT DATA FIELDS MAY NOT BE CONSISTENT THROUGHOUT THE DATA. IN NO EVENT SHALL MSCI , ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN MAKING OR COMPILING THE DATA BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY DIRECT OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE INABILITY OF LICENSEE TO USE THE DATA, REGARDLESS OF THE FORM OF ACTION, EVEN IF MSCI HAS BEEN ADVISED OF OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF SUCH DAMAGES. (g) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) MSCI LICENSOR represents and warrants that MSCI is LICENSOR has the owner of right to grant the rights granted to Licensee herein and that use of the Indexes as provided license granted herein shall not infringe any trademark, service xxxx, copyright, copyright or other proprietary right, or contractual right of any person not a party to this Agreement. (b) LICENSOR further warrants and represents to Licensee agrees expressly that the LICENSOR Marks and the Index are the exclusive property of LICENSOR, that LICENSOR has and retains all proprietary rights therein (including, but not limited to be bound itself by trademarks and furthermore to include all of copyrights), that the following disclaimers Index and limitations its compilation and composition and changes therein are in the prospectus control and discretion of LICENSOR, and that the Index and LICENSOR Marks do not infringe the rights of any contract(s) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: This fund is not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCI. Neither MSCI nor any other party makes any representation or warranty, express or implied, to the owners of this fund or any member of the public regarding the advisability of investing in funds generally or in this fund particularly or the ability of the [ ] index to track general stock market performance. MSCI is the licensor of certain trademarks, service marks and trade names of MSCI and of the [ ] index which is determined, composed and calculated by MSCI without regard to the issuer of this fund or this fund. MSCI has no obligation to take the needs of the issuer of this fund or the owners of this fund into consideration in determining, composing or calculating the [ ] index. MSCI is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of this fund to be issued or in the determination or calculation of the equation by which this fund is redeemable for cash. Neither MSCI nor any other party has any obligation or liability to owners of this fund in connection with the administration, marketing or trading of this fund. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGESthird party. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials each prospectus or each Statement of Additional Information (other than the prospectus“XXx”) relating to the Funds Product, provided the XXx is incorporated by reference into the prospectus and upon request the prospectus contains disclosure regarding the Index that conforms to the notice in Subsection 7(b), including a cross reference to the XXx disclosure. Licensee shall furnish a copy (copies) thereof of the prospectus and, if applicable, the XXx, to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. LICENSOR. The Funds are Product is not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital InternationalFactSet Research Systems Inc. (“FactSet”). Nor does Xxxxxx Xxxxxxx Capital International make FactSet makes no representation or warranty, express or implied, to the owners of the Product or any representation member of the public regarding the advisability of investing in any securities generally or in the FundsProduct particularly or the ability of the FactSet US IPO Index to track general stock market performance. FactSet’s only relationship to Pointbreak Advisers LLC and its subsidiary Pointbreak ETF Trust on behalf of the Pointbreak IPO Index Fund (“Licensee”) is the licensing of certain trademarks and trade names of FactSet and of the FactSet US IPO Index which is determined, composed and calculated by FactSet without regard to the Licensee or the Product. FactSet has no obligation to take the needs of the Licensee or the owners of the Product into consideration in determining, composing or calculating the Index. FactSet is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of the issuance or sale of the Product or in the determination or calculation of the equation by which the Product is to be converted into cash. FactSet has no obligation or liability in connection with the administration, marketing or trading of the Product. FACTSET DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE FACTSET US IPO INDEX OR ANY DATA INCLUDED THEREIN AND LICENSOR SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. FACTSET MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE FACTSET US IPO INDEX OR ANY DATA INCLUDED THEREIN. FACTSET MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE FACTSET IPO INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL FACTSET HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of LICENSOR. (d) MSCI Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (e) Licensee represents and warrants to LICENSOR that it has the authority Product shall at all times comply with the description in Exhibit B. (f) Licensee represents and warrants to enter into this Agreement LICENSOR that the use of the Index and that its performance does LICENSOR Marks by Licensee shall not violate any applicable laws, regulations or agreementslaw, including but not limited to banking, commodities and securities lawslaws and regulations. (g) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(c), the cumulative liability, excluding liabilities that arise from acts of gross negligence, willful misconduct, or fraud, of LICENSOR to Licensee shall not exceed the License Fees actually paid to LICENSOR hereunder during the twelve (12) months immediately preceding the date when such claim arose. (h) Use of any marks by Licensee in connection with its Product (including in the name of such Product) which are not the LICENSOR Marks is at Licensee’s sole risk. (i) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) MSCI Xxxxxx Xxxxxxx represents and warrants that MSCI Xxxxxx Xxxxxxx is the owner of rights granted to Licensee herein and that use of the Indexes Indices as provided herein shall not infringe any trademark, service xxxx, copyright, other proprietary right, or contractual right of any person not a party to this Agreement. (b) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in the prospectus and any contract(s) relating to the Funds Informational Materials and upon request to furnish a copy (copies) thereof to MSCIXxxxxx Xxxxxxx: This fund is World Equity Benchmark Shares are not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCIXxxxxx Xxxxxxx. Neither MSCI nor any other party Xxxxxx Xxxxxxx makes any no representation or warranty, express or implied, to the owners of this fund the WEBS of any Index Series or any member of the public regarding the advisability of investing in funds securities generally or in this fund the WEBS of any Index Series particularly or the ability of the [ ] index respective MSCI Indices identified herein to track general stock market performance. MSCI Xxxxxx Xxxxxxx is the licensor of certain trademarks, service marks and trade names of Xxxxxx Xxxxxxx, including the MSCI and of the [ ] index Indices identified herein, which is are determined, composed and calculated by MSCI Xxxxxx Xxxxxxx without regard to the WEBS of any Index Series or the issuer of this fund or this fundthereof. MSCI Xxxxxx Xxxxxxx has no obligation to take the needs of the issuer of this fund the WEBS of any Index Series or the owners of this fund the WEBS of any Index Series into consideration in determining, composing or calculating the [ ] indexrespective MSCI Indices. MSCI Xxxxxx Xxxxxxx is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of this fund the WEBS of any Index Series to be issued or in the determination or calculation of the equation by which this fund is redeemable for cashthe WEBS of any Index Series are redeemable. Neither MSCI nor any other party Xxxxxx Xxxxxxx has any no obligation or liability to owners of this fund the WEBS of any Index Series in connection with the administration, marketing or trading of this fundthe WEBS of any Index Series. ALTHOUGH MSCI XXXXXX XXXXXXX SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES INDICES FROM SOURCES WHICH MSCI XXXXXX XXXXXXX CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES XXXXXX XXXXXXX DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES INDICES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY XXXXXX XXXXXXX MAKES ANY NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S 'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDSPRODUCTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES INDICES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY XXXXXX XXXXXXX MAKES ANY NO EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY XXXXXX XXXXXXX HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital International. Nor does Xxxxxx Xxxxxxx Capital International make any representation regarding the advisability of investing in any the Funds. (d) MSCI Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (ed) Licensee represents and warrants to Xxxxxx Xxxxxxx that it has the authority to enter into this Agreement and that its performance does Products shall not violate any applicable laws, regulations or agreements, including but not limited to banking, commodities and securities laws. (e) Neither party shall have any liability for lost profits or consequential damages arising out of this Agreement. (f) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) MSCI Xxxxxx Xxxxxxx represents and warrants that MSCI Xxxxxx Xxxxxxx is the owner of rights granted to Licensee herein and that use of the Indexes Indices as provided herein shall not infringe any trademark, service xxxx, copyright, other proprietary right, or contractual right of any person not a party to this Agreement. (b) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in the prospectus and any contract(s) relating to the Funds Informational Materials and upon request to furnish a copy (copies) thereof to MSCIXxxxxx Xxxxxxx: This fund is World Equity Benchmark Shares are not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCIXxxxxx Xxxxxxx. Neither MSCI nor any other party Xxxxxx Xxxxxxx makes any no representation or warranty, express or implied, to the owners of this fund the WEBS of any Index Series or any member of the public regarding the advisability of investing in funds securities generally or in this fund the WEBS of any Index Series particularly or the ability of the [ ] index respective MSCI Indices identified herein to track general stock market performance. MSCI Xxxxxx Xxxxxxx is the licensor of certain trademarks, service marks and trade names of Xxxxxx Xxxxxxx, including the MSCI and of the [ ] index Indices identified herein, which is are determined, composed and calculated by MSCI Xxxxxx Xxxxxxx without regard to the WEBS of any Index Series or the issuer of this fund or this fundthereof. MSCI Xxxxxx Xxxxxxx has no obligation to take the needs of the issuer of this fund the WEBS of any Index Series or the owners of this fund the WEBS of any Index Series into consideration in determining, composing or calculating the [ ] indexrespective MSCI Indices. MSCI Xxxxxx Xxxxxxx is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of this fund the WEBS of any Index Series to be issued or in the determination or calculation of the equation by which this fund is redeemable for cashthe WEBS of any Index Series are redeemable. Neither MSCI nor any other party Xxxxxx Xxxxxxx has any no obligation or liability to owners of this fund the WEBS of any Index Series in connection with the administration, marketing or trading of this fundthe WEBS of any Index Series. ALTHOUGH MSCI XXXXXX XXXXXXX SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES INDICES FROM SOURCES WHICH MSCI XXXXXX XXXXXXX CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES XXXXXX XXXXXXX DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES INDICES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY XXXXXX XXXXXXX MAKES ANY NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S 'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDSPRODUCTS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES INDICES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI NOR ANY OTHER PARTY XXXXXX XXXXXXX MAKES ANY NO EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY XXXXXX XXXXXXX HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital International. Nor does Xxxxxx Xxxxxxx Capital International make any representation regarding the advisability of investing in any the Funds. (d) MSCI Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (ed) Licensee represents and warrants to Xxxxxx Xxxxxxx that it has the authority to enter into this Agreement and that its performance does Products shall not violate any applicable laws, regulations or agreements, including but not limited to banking, commodities and securities laws. (e) Neither party shall have any liability for lost profits or consequential damages arising out of this

Warranties Disclaimers. (a) MSCI IPAA represents and warrants that MSCI is IPAA has the owner of right to grant the rights granted to Licensee herein and that use of the Indexes as provided herein shall not infringe any trademark, service xxxx, copyright, other proprietary right, or contractual right of any person not a party to this AgreementFund herein. (b) Licensee The Fund agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in the prospectus and any contract(s) each registration statement relating to the Funds and upon request to furnish a copy (copies) thereof to MSCIFund: This fund The Fund is not sponsored, endorsed, sold or promoted by MSCI or any affiliate the Independent Petroleum Association of MSCIAmerica ("IPAA"). Neither MSCI nor any other party IPAA makes any no representation or warranty, express or implied, to the owners of this fund the Fund or any member of the public regarding the advisability of investing in funds securities generally or in this fund the Fund particularly or the ability of the [ ] index IPAA Energy Index to track general stock market performance. MSCI IPAA's only relationship to the Fund is the licensor licensing of certain trademarks, service marks trademarks and trade names of MSCI IPAA and of the [ ] index IPAA Energy Index (the "License Agreement") which is determined, composed and calculated by MSCI IPAA without regard to the issuer of this fund or this fundFund. MSCI IPAA has no obligation to take the needs of the issuer of this fund Fund or the owners of this fund the Fund into consideration in determining, composing or calculating the [ ] indexIPAA Energy Index, other than as set forth in the License Agreement. MSCI IPAA is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of this fund to be issued or in the determination or calculation and amount of the equation by which this fund is redeemable for cashFund or the timing of the issuance or sale of the Fund. Neither MSCI nor any other party IPAA has any no obligation or liability to owners of this fund in connection with the administration, marketing or trading of this fundthe Fund. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES IPAA DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES IPAA ENERGY INDEX OR ANY DATA INCLUDED THEREIN AND IPAA SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. NEITHER MSCI NOR ANY OTHER PARTY IPAA MAKES ANY NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S CUSTOMERS AND COUNTERPARTIESTHE FUND, OWNERS OF THE FUNDSFUND, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES IPAA ENERGY INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USETHEREIN. NEITHER MSCI NOR ANY OTHER PARTY IPAA MAKES ANY NO EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEXES IPAA ENERGY INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY IPAA HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) ), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of IPAA. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital International. Nor does Xxxxxx Xxxxxxx Capital International make any representation regarding the advisability of investing in any the Funds. (d) MSCI Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (ed) Licensee The Fund represents and warrants to IPAA that it has the authority Fund shall at all times comply with the description in Exhibit A. (e) IPAA covenants to enter into this Agreement the Fund that IPAA shall at all times calculate and maintain the IPAA Energy Index substantially in accordance with the methodology set forth on Exhibit B attached hereto and shall provide notice to the Fund of any change in such methodology within thirty days prior to such change. (f) The Fund covenants to the IPAA that its performance does the Fund shall not violate any applicable laws, regulations or agreementslaw, including but not limited to banking, commodities and securities laws, in any manner that would have a material adverse effect on the Fund or the IPAA. (g) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth herein, in no event shall the cumulative liability of either party to the other party hereunder exceed the average annual License Fees actually paid to IPAA hereunder. (h) Use of any marks by the Fund (including in the name of such Fund) which are not the IPAA Marks is at the Fund's sole risk.

Warranties Disclaimers. (a) MSCI S&P represents and warrants that MSCI is S&P has the owner of right to grant the rights granted to Licensee herein and that use that, subject to the terms and conditions of this Agreement, the Indexes as provided license granted herein shall not infringe any trademark, service xxxx, copyright, copyright or other proprietary right, or contractual right of any person not a party to this Agreement. (b) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in the each prospectus and any contract(s) relating to the Funds Product and upon request to furnish a copy (copies) thereof to MSCIS&P: This fund The Product is not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCIStandard & Poor's ("S&P"). Neither MSCI nor any other party S&P makes any no representation or warranty, express or implied, to the owners of this fund the Product or any member of the public regarding the advisability of investing in funds securities generally or in this fund the Product particularly or the ability of the [ ] index S&P 100 Index to track general stock market performance. MSCI S&P's only relationship to the Licensee is the licensor licensing of certain trademarks, service marks trademarks and trade names of MSCI S&P and of the [ ] index S&P 100 Index which is determined, composed and calculated by MSCI S&P without regard to the issuer of this fund Licensee or this fundthe Product. MSCI S&P has no obligation to take the needs of the issuer of this fund Licensee or the owners of this fund the Product into consideration in determining, composing or calculating the [ ] indexS&P 100 Index. MSCI S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of, prices at, of the issuance or quantities sale of this fund to be issued the Product or in the determination or calculation of the equation by which this fund the Product is redeemable for to be converted into cash. Neither MSCI nor any other party S&P has any no obligation or liability to owners of this fund in connection with the administration, marketing or trading of this fundthe Product. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES S&P 100 INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. NEITHER MSCI NOR ANY OTHER PARTY S&P MAKES ANY NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDSPRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES S&P 100 INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USETHEREIN. NEITHER MSCI NOR ANY OTHER PARTY S&P MAKES ANY NO EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEXES S&P 100 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY S&P HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) ), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by S&P. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital International. Nor does Xxxxxx Xxxxxxx Capital International make any representation regarding the advisability of investing in any the Funds. (d) MSCI Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (d) Licensee represents and warrants to S&P that the Product shall at all times comply with the description in Exhibit A. (e) Licensee represents and warrants to S&P that it has the authority to enter into this Agreement and that its performance does Product shall not violate any applicable laws, regulations or agreementslaw, including but not limited to banking, commodities and securities laws. (f) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(b), in no event shall the cumulative liability of S&P to Licensee exceed the average annual License Fees actually paid to S&P hereunder. (g) Use of any marks by Licensee in connection with its Product (including in the name of such Product) which are not the S&P Marks is at Licensee's sole risk. (h) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) MSCI Xxxxxx Xxxxxxx represents and warrants that MSCI Xxxxxx Xxxxxxx is the owner of rights granted to Licensee herein and that use of the Indexes as provided herein shall not infringe any trademark, service xxxx, copyright, other proprietary right, or contractual right of any person not a party to this Agreement. (b) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in the prospectus Informational Materials and any contract(s) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCIXxxxxx Xxxxxxx: This fund is not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCIXxxxxx Xxxxxxx. Neither MSCI nor any other party Xxxxxx Xxxxxxx makes any representation no representations or warranty, express or implied, to the owners of this fund or any member of the public regarding the advisability of investing in funds generally or in this fund particularly or the ability of the [ ] index to track general stock market performance. MSCI Xxxxxx Xxxxxxx is the licensor of certain trademarks, service marks and trade names of MSCI Xxxxxx Xxxxxxx and of the [ ] index which is determined, composed and calculated by MSCI Xxxxxx Xxxxxxx without regard to the issuer of this fund or this fund. MSCI Xxxxxx Xxxxxxx has no obligation to take the needs of the issuer of this fund or the owners of this fund into consideration in determining, composing or calculating the [ ] index. MSCI Xxxxxx Xxxxxxx is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of this fund to be issued or in the determination or calculation of the equation by which this fund is redeemable for cash. Neither MSCI nor any other party Xxxxxx Xxxxxxx has any no obligation or liability to owners owner of this fund in connection with the administration, marketing or trading of this fund. ALTHOUGH MSCI XXXXXX XXXXXXX SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI XXXXXX XXXXXXX CONSIDERS RELIABLE, NEITHER MSCI XXXXXX XXXXXXX NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI XXXXXX XXXXXXX NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S 'S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER - USE. NEITHER MSCI XXXXXX XXXXXXX NOR ANY OTHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, AND MSCI XXXXXX XXXXXXX HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE INDEXES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI XXXXXX XXXXXXX OR ANY OTHER PARTY HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital International. Nor does Xxxxxx Xxxxxxx Capital International make any representation regarding the advisability of investing in any the Funds. (d) MSCI Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (ed) Licensee represents and warrants to Xxxxxx Xxxxxxx that it has the authority to enter into this Agreement and that its performance does Funds shall not violate any applicable laws, regulations or agreements, including but not limited to banking, commodities and securities Funds laws. (e) Neither party shall have any liability for lost profits or consequential damages arising out of this Agreement. (f) The provisions of this Section 9 shall survive any termination of this Agreement.

Warranties Disclaimers. (a) MSCI S&P represents and warrants that MSCI is S&P has the owner of right to grant the rights granted to Licensee herein and that use that, subject to the terms and conditions of this Agreement, the Indexes as provided license granted herein shall not infringe any trademark, service xxxx, copyright, copyright or other proprietary right, or contractual right of any person not a party to this Agreement. (b) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in the prospectus and any contract(s) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: This fund The Product is not sponsored, endorsed, sold or promoted by MSCI or any affiliate of MSCIStandard & Poor's ("S&P"). Neither MSCI nor any other party S&P makes any no representation or warranty, express or implied, to the owners of this fund the Product or any member of the public regarding the advisability of investing in funds securities generally or in this fund the Product particularly or the ability of the [ ] index S&P 500 Index to track general stock market performance. MSCI S&P's only relationship to the Licensee is the licensor licensing of certain trademarks, service marks trademarks and trade names of MSCI S&P and of the [ ] index S&P 500 Index which is determined, composed and calculated by MSCI S&P without regard to the issuer of this fund Licensee or this fundthe Product. MSCI S&P has no obligation to take the needs of the issuer of this fund Licensee or the owners of this fund the Product into consideration in determining, composing or calculating the [ ] indexS&P 500 Index. MSCI S&P is not responsible for and has not participated in the determination of the prices and amount of the Product or the timing of, prices at, of the issuance or quantities sale of this fund to be issued the Product or in the determination or calculation of the equation by which this fund the Product is redeemable for to be converted into cash. Neither MSCI nor any other party S&P has any no obligation or liability to owners of this fund in connection with the administration, marketing or trading of this fundthe Product. ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI NOR ANY OTHER PARTY GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA INCLUDED THEREIN. NEITHER MSCI NOR ANY OTHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE’S CUSTOMERS AND COUNTERPARTIES, OWNERS OF THE FUNDSPRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEXES S&P 500 INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USETHEREIN. NEITHER MSCI NOR ANY OTHER PARTY S&P MAKES ANY NO EXPRESS OR IMPLIED WARRANTIES, AND MSCI HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEXES S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI OR ANY OTHER PARTY S&P HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) ), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.. Any changes in the foregoing disclaimers and limitations must be approved in advance in writing by an authorized officer of S&P. (c) Licensee agrees expressly to be bound itself by and furthermore to include all of the following disclaimers and limitations in any Informational Materials (other than the prospectus) relating to the Funds and upon request to furnish a copy (copies) thereof to MSCI: MSCI, Xxxxxx Xxxxxxx Capital International and MSCI Index are service marks of Xxxxxx Xxxxxxx Capital International and have been licensed for use by Barclays Global Investors, N.A. The Funds are not sponsored, endorsed, sold or promoted by Xxxxxx Xxxxxxx Capital International. Nor does Xxxxxx Xxxxxxx Capital International make any representation regarding the advisability of investing in any the Funds. (d) MSCI Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and that its performance does not violate any laws, regulations or agreements applicable to it. (d) Exhibit A. (e) Licensee represents and warrants to S&P that it has the authority to enter into this Agreement and that its performance does Product shall not violate any material applicable lawslaw, regulations which violation has or agreementscan be expected to have a material adverse effect on S&P, including but not limited to any material banking, commodities and securities laws. (f) Neither party shall have any liability for lost profits or indirect, punitive, special, or consequential damages arising out of this Agreement, even if notified of the possibility of such damages. Without diminishing the disclaimers and limitations set forth in Subsection 9(b), or the indemnification obligations of either party under Subsections 10 (a) or 10 (b), in no event shall the cumulative liability of either party exceed the average annual License Fees actually paid to S&P hereunder. (g) Use of any marks by Licensee in connection with its Product (including in the name of such Product) which are not the S&P Marks is at Licensee's sole risk. (h) The provisions of this Section 9 shall survive 18 - 17 - any termination of this Agreement.