Common use of Liability and Indemnification Clause in Contracts

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company against any and all lossesharmless, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act▇▇▇▇ ▇▇▇) and the Trust (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Adviser Indemnities Subadviser Indemnitees (as defined below) for use therein. b. Except as may otherwise be provided by the 1940 Act or any other applicable law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Subadviser as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Subadviser, all affiliated persons thereof (within the "Indemnified Party"meaning of Section 2(a)(3) will of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based upon (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which otherwise adversely affects was required to be stated therein or necessary to make the rights of statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Indemnified PartyAdviser by a Subadviser Indemnitee for use therein.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundany Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, "“Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to any Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the "Indemnified Party"meaning of Section 2(a)(3) will of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an . Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "“Indemnified Party"”) will will (i) provide prompt notice to the other of any claim ("“Claim"”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members directors or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser, the Trust or the Fund as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconductmisfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder hereunder, (ii) the Sub-Adviser being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Registration Statement on Form N-1A or any written guidelines or instruction provided in writing by the Trust’s Board of Trustees or the Adviser, (iii) the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (iv) the Fund being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Registration Statement or any written guidelines or instruction provided in writing by the Trust’s Board of Trustees or the Adviser, by reason of any action or omission of the Sub-Adviser, or (iiiv) any untrue statement of a material fact contained in the Prospectus prospectus and SAIstatement of additional information, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the CompanyAdviser or the Trust by the Sub-Adviser for use therein (collectively, “Sub-Adviser Culpable Conduct”). (b) The Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and controlling persons, if any (collectively, the “Sub-Adviser Indemnitees”), from and against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or the omission under any other statute, or common law or otherwise arising out of such information, or based on any violation by the Adviser Indemnities for use therein. or the Trust of any applicable law, rule or regulation, or any provision of this Agreement (c) A party seeking indemnification hereunder collectively, “Losses”), provided, however, that the Adviser shall not be required to indemnify or hold harmless any Sub-Adviser Indemnitee against any Losses other than those arising out of or based on the willful misfeasance, bad faith or gross negligence of the Adviser, or reckless disregard of the duties involved in the conduct of its position (collectively, “Adviser Culpable Conduct”), and provided, further, that the "Indemnified Party") will (i) provide prompt notice Adviser shall not be required to indemnify or hold harmless any Sub-Adviser Indemnitee against any Losses arising out of or based on Adviser Culpable Conduct if and to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will extent that such Losses would not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partyoccurred absent Sub-Adviser Culpable Conduct.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the The Sub-Adviser nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will shall indemnify and hold harmless the Adviser, the Trust, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") from and against any and all losses, claims, damageslosses, liabilities or litigation damages (including reasonable legal attorney’s fees and other related expenses) to which any by reason of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any Sub-Adviser’s willful misconductmisfeasance, bad faith, reckless disregard or gross negligence of the Adviser in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) by reason of or arising out of the Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of its duties or obligations hereunder or (iii) its reckless disregard of its obligations and duties under this Agreement. Neither the Sub-Adviser nor its directors, officers, employees, agents or controlling persons or assigns shall be liable for any untrue statement error of a material fact contained judgment or mistake of law or for any loss suffered by the Trust, any Fund or its shareholders in connection with the matters to which this Agreement relates; provided, however, that no provision of this Agreement shall be deemed to protect the Sub-Adviser against liability to the Trust, any Fund or its shareholders to which it might otherwise be subject directly resulting from the Sub-Adviser’s own willful misfeasance, fraud, bad faith or gross negligence in the Prospectus performance of the Sub-Adviser’s obligations under this Agreement or its reckless disregard of its duties under this Agreement. Notwithstanding anything to the contrary contained herein, no party to this Agreement, its affiliates or its affiliated persons shall be responsible or liable for its failure to perform under this Agreement or for any losses to the Assets resulting from any event beyond the reasonable control of such party or its agents, including, but not limited to, nationalization, expropriation, devaluation, seizure or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Assets; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and SAImarket conditions affecting the execution or settlement of transactions; or acts or war, proxy materialsterrorism, reports, advertisements, sales literatureinsurrection or revolution; or acts of God, or any other materials pertaining to the Fund(s) similar event. In no event shall any party be responsible for incidental, consequential or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereofpunitive damages hereunder. The Indemnified Party will have provisions of this Section shall survive the right at its own expense to participate in the defense termination of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partythis Agreement.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company against any and all lossesharmless, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act▇▇▇▇ ▇▇▇) and the Trust (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Adviser Indemnities Subadviser Indemnitees (as defined below) for use therein. b. Except as may otherwise be provided by the 1940 Act or any other applicable law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Subadviser as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Subadviser, all affiliated persons thereof (within the "Indemnified Party"meaning of Section 2(a)(3) will of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based upon (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which otherwise adversely affects was required to be stated therein or necessary to make the rights of statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Indemnified PartyAdviser by a Subadviser Indemnitee for use therein.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out in the absence of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconductmisfeasance, bad faith, reckless disregard faith or gross negligence on the part of the Sub-Adviser, or reckless disregard of its obligations and duties hereunder, neither the Sub-Adviser nor its officers, directors, employees, agents or affiliates shall be subject to any liability to the Adviser, the Funds or to any shareholder of the Funds, for any act or omission in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literaturecourse of, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleadingconnected with, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use thereinrendering services hereunder. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, in the absence of willful misfeasance, bad faith or under any other statutegross negligence on the part of the Sub-Adviser, at common law or otherwise, arising out reckless disregard of or based on this Agreement; provided howeverits obligations and duties hereunder, the Company will not Adviser agrees to indemnify the Sub-Adviser and its officers, directors, employees, agents or affiliates to the fullest extent permitted by law and to save and hold them harmless the Adviser Indemnitees for from and against any lossesloss, liability, damage, cost, or expense (including attorneys’ and accountants’ fees and expenses incurred in defense of any demands, claims, damagesor lawsuits whether judicial, liabilities administrative, investigative, or litigation (including reasonable legal otherwise) actually and other expenses) reasonably incurred arising out of from any act or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser omission in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literaturecourse of, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleadingconnected with, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinrendering services hereunder. (c) A party seeking indemnification hereunder (Except as may otherwise be provided by the "Indemnified Party") will (i) provide prompt notice 1940 Act or the Advisers Act, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or reckless disregard of its obligations and duties hereunder, the Sub-Adviser agrees to indemnify the Adviser and the Fund and their officers, directors, employees, agents or affiliates to the other of fullest extent permitted by law and to save and hold them harmless from and against any claim loss, liability, damage, cost, or expense ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense including attorneys’ and /or settlement of the Claim to the other party, accountants’ fees and (iii) cooperate with the other party expenses incurred in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claimdemands, but will not have claims, or lawsuits whether judicial, administrative, investigative, or otherwise) actually and reasonably incurred arising from any act or omission in the right to control the defensecourse of, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not includeconnected with, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partyrendering services hereunder.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Adviser in good faith exercise of its powers hereunder by the Adviser or its Affiliates with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Adviser, or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Allocated Portion or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Allocated Portion, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser which Manager that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, by the Adviser Indemnities for use thereinTrust. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. A. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT OR IN THIS SECTION XVI, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE, OR SPECIAL DAMAGES SUFFERED BY THE OTHER PARTY (a) Except as may otherwise be provided by the 1940 Act or any other federal securities lawINCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, neither the Adviser nor any of its officersLOST REVENUES, members or employees (its "Affiliates") will LOST SAVINGS, OR LOST PROFITS SUFFERED BY THE OTHER PARTY), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT. B. Neither party shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other for any act or omission of any claim ("Claim") other telecommunications company providing a portion of a service under this Agreement, nor shall either party hold liable any other telecommunications company providing a portion of a service under this Agreement for which it intends to seek indemnification, (ii) grant control any act or omission of the defense and /or settlement of the Claim BellSouth or Carrier. C. Neither party is liable for damages to the other party’s terminal location, Point of Interface (POI) nor customer’s premises resulting from the furnishing of a service, including but not limited to the installation and (iiiremoval of equipment and associated wiring, unless the damage is caused by a party’s gross or willful negligence or intentional misconduct. D. Each party shall be indemnified, defended and held harmless by the other party against any claim, loss or damage arising from the other party’s acts or omissions under this Agreement, including without limitation: 1) cooperate Claims for libel, slander, invasion of privacy, or infringement of copyright arising from the other party’s own communications; 2) Claims for patent infringement arising from combining or using the service furnished by either party in connection with facilities or equipment furnished by either party or either party’s customer; 3) any claim, loss, or damage claimed by a customer of either party arising from services provided by the other party under this Agreement; or 4) all other claims arising out of an act or omission of the other party in the defense thereof. The Indemnified course of using services E. A Party will have the right at may, in its own expense sole discretion, provide in its tariffs and contracts with its customer and third parties that relate to participate in the defense of any Claimservice, but will not have the right to control the defenseproduct or function provided or contemplated under this Agreement, consent to judgment or agree that to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will maximum extent permitted by Applicable Law, such Party shall not consent be liable to the entry of any judgment customer or enter any settlement which third Party for (i) does not includeany Loss relating to or arising out of this Agreement, as an unconditional termwhether in contract, tort or otherwise, that exceeds the release by amount such Party would have charged that applicable person for the claimant of all liabilities for Claims against the Indemnified Party service, product or function that gave rise to such Loss and (ii) which otherwise adversely affects the rights of the Indemnified Party.)

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Trust, the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact relating to the Sub-Adviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) expressly for use therein and provided that the Adviser gave the Sub-Adviser a reasonable advance opportunity to review and comment on all such Fund materials that relate to the Sub-Adviser. (b) Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to each Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of an the Adviser representation for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or warranty made hereinlitigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (iii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) expressly for use therein. (b) Except as may otherwise be therein and provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of that the Adviser Indemnitees may become subject under gave the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based Sub-Adviser a reasonable advance opportunity to review and comment on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other all such Fund materials pertaining that relate to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinSub-Adviser. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law law, if the losses or otherwise arising claims arise out of or are based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Allocated Portion or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. The Adviser does not make any warranty that the investment performance of the Allocated Portion will meet any particular standard, such as the performance of an index or another portfolio managed by the Adviser. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Allocated Portion, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law law, if the losses or otherwise, arising claims arise out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or are based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitees for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "“Indemnified Party"”) will (i) provide prompt notice to the other of any claim ("“Claim"”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "“Indemnified Party"”) will (i) provide prompt notice to the other of any claim ("“Claim"”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided The Company shall, to the fullest extent permitted by the 1940 Act Maryland statutory or any other federal securities decisional law, neither as amended or interpreted, and, without limiting the Adviser nor any generality of the foregoing, in accordance with Section 2418 of the General Corporation Law of Maryland, indemnify and pay or reimburse reasonable expenses to the Advisor and its officersAffiliates, members provided, that: (i) the Advisor or employees other party seeking indemnification has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company; (ii) the Advisor or other person seeking indemnification was acting on behalf of or performing services on the part of the Company; (iii) such liability or loss was not the result of negligence or misconduct on the part of the indemnified party; and (iv) such indemnification or agreement to be held harmless is recoverable only out of the assets of the Company and not from the Stockholders thereof. b) The Company shall not indemnify the Advisor or its "Affiliates") will be liable Affiliates for any losses, claims, damages, liabilities or litigation expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (including i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold with respect to the availability or propriety of indemnification for securities law violations. c) The Company may advance amounts to persons entitled to indemnification hereunder for legal and other expenses) expenses and costs incurred or suffered by the Company as a result of any error legal action for which indemnification is being sought only if all of judgment by the Adviser following conditions are satisfied: (i) the legal action relates to acts or its Affiliates omissions with respect to each Fund, except that nothing in this Agreement will operate the performance of duties or purport to operate in any way to exculpate, waive services by the indemnified part for or limit the liability on behalf of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, Company; (ii) any willful misconduct, bad faith, reckless disregard or gross negligence the legal action is initiated by a third party and a court of the Adviser in the performance of any of its duties or obligations hereunder or competent jurisdiction specifically approves such advancement; and (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining indemnified party receiving such advances undertakes to repay the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished advanced funds to the Company, or together with the omission applicable legal rate of interest thereon, in any case(s) in which such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will party is found not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary entitled to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinindemnification. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by provisions of the 1940 Investment Company Act or any other federal securities law that may not be waived or altered by contract under applicable law, neither the Sub-Adviser nor any of its officers, members members, partners or employees (together its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including reasonable and documented legal and other expenses) incurred or suffered by the Company Portfolio(s), the Trust or the Adviser as a result of any error of judgment judgment, mistake of law, or other action or omission by the Sub-Adviser or its Affiliates with respect to each FundAffiliates; provided, except however, that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company against Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable and documented legal and other expenses) to which any of the Company Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 Investment Company Act, the Advisers Act, Act or under any other statute, or at common law or otherwise otherwise, arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconductmisfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or its reckless disregard of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(sPortfolio(s) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) specifically for use therein. The Sub-Adviser does not make any warranty that the investment performance or profitability of the Portfolio(s) will meet any particular standard, such as the performance of an index or another portfolio managed by the Sub-Adviser. (b) B. Except as may otherwise be provided provisions of by the 1940 Investment Company Act or any other federal securities law that may not be waived or altered by contract under applicable law, neither the Company will Adviser nor any of its officers, members, directors or employees (together its “Affiliates”) shall be liable for any losses, claims, damages, liabilities or litigation (including reasonable and documented legal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser or its Affiliates; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of as defined in Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons thereof (as described in Section 15 of the 1933 Securities Act) (collectively, "“Sub-Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable and documented legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misfeasance, bad faith, or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or reckless disregard of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser or the Trust that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees. C. Notwithstanding any other provision of this Agreement, the Sub-Adviser shall not be liable to any Adviser Indemnitee, the Portfolio(s) or any of the Portfolio(s)’s shareholders for (i) any acts of an Adviser Indemnitee or any other sub-adviser to the Portfolio(s) with respect to the portion of the assets of the Portfolio(s) not allocated to the Sub-Adviser under this Agreement and (ii) acts of any Sub-Adviser Indemnitee which result from or are based upon acts of an Adviser Indemnitee, including, but not limited to, failure of an Adviser Indemnitee to provide accurate and current information with respect to any records maintained by such Adviser Indemnitee, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the Portfolio(s), otherwise available to the Sub-Adviser upon reasonable request. The Adviser shall indemnify the Sub-Adviser Indemnitees from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of arising from the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser conduct of an Adviser representation or warranty made herein, (iiIndemnitee and any other sub-adviser to the Portfolio(s) any willful misconduct, bad faith, reckless disregard or gross negligence with respect to the portion of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining Portfolio(s)’s assets not allocated to the Fund(s) or the omission Sub-Adviser and with respect to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the any other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control portfolio of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified PartyTrust.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein; provided however, that with respect to the Registration Statement, such statement or omission was made in direct reliance upon and in direct conformity with specific information furnished by the Adviser expressly for use therein ("Furnished Information"). (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder hereunder, (ii) any failure by the Manager to properly notify the Adviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Adviser Indemnitees may be subject or (iii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use thereintherein as provided in Section 6(a) hereof. (c) A c. Promptly after receipt by an indemnified party seeking indemnification hereunder (under this Section 6 of notice of the "Indemnified Party") will (i) provide prompt notice to the other commencement of any action, such indemnified party will, if a claim ("Claim") for in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from liability which it intends may have to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other any indemnified party otherwise than under this Section 6. In case any such action is brought against any indemnified party, and (iii) cooperate it notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish and unless the indemnified party releases the indemnifying party from any further obligation under this Section 6 in connection with the other party in that action, assume the defense thereof. The Indemnified Party will have After notice from the right at indemnifying party of its own expense intention to participate in assume the defense of any Claiman action, but will not have the right to control indemnified party shall bear the defense, consent to judgment or agree to the settlement expenses of any Claim without additional counsel obtained by it, and the written consent indemnifying party shall not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partyinvestigation.

Liability and Indemnification. (a) A. Except as may otherwise be provided required by the 1940 Act or any other federal securities applicable law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error act or omission of judgment by the Sub-Adviser or its Affiliates with respect to each Fundany Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any act or omission of the Adviser with respect to any Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the "Indemnified Party"meaning of Section 2(a)(3) will of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser for use therein.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder hereunder, (ii) any failure by the Manager to properly notify the Adviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Adviser Indemnitees may be subject or (iii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Fund as a result of any allegations of any action, omission ,error of judgment or mistake of law by the Adviser Manager or its Affiliates the Manager’s affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company Fund, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIPortfolio’s Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials directly pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Fund by the Adviser Subadviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Fund shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Subadviser as a result of any error of judgment or mistake of law by the Subadviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the AdviserSubadviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser “Subadviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) allegations of any breach action, omission ,error of judgment or mistake of law by the Adviser of an Adviser representation or warranty made herein, (iiManager(ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or hereunder, (iii) any failure by the Manager to comply with statutory and regulatory requirements pertaining to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Subadviser Indemnitees may be subject, (iv) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information directly furnished to the Company, Manager or the omission of such information, Fund by the Adviser Indemnities an Subadviser Indemnitee for use therein. therein or (cv) A party seeking indemnification hereunder (any use of mutual fund performance information in the "Indemnified Party") will (i) provide prompt notice Portfolio’s registration statement not relating directly to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control activities of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified PartyPortfolio.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Neither Sub-Adviser nor any of its officers, members partners, employees, affiliates, agents or employees (its "Affiliates") will controlling persons shall be liable to the Trust, each Fund, its shareholders and/or any other person for any lossesthe acts, claimsomissions, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result errors of judgment and/or mistakes of law of any error of judgment by the Adviser or its Affiliates other fiduciary and/or person with respect to each Fund. (b) Neither the Sub-Adviser nor its officers, except that nothing partners, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law and/or for any loss suffered by the Trust, each Fund, its shareholders and/or any other person in connection with the matters to which this Agreement will operate relates; provided that no provision of this Agreement shall be deemed to protect the Sub-Adviser against any liability to the Trust, each Fund and/or its shareholders which it might otherwise be subject by reason of any willful misfeasance, bad faith or purport gross negligence in the performance of its duties or the reckless disregard of its obligations and duties under this Agreement. (c) The Trust on behalf of each Fund, hereby agrees to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any Sub-Adviser, its partner, officers and all losses, claims, damages, liabilities or litigation (including reasonable legal employees and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus agents and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleadingeach person, if such statement or omission was made in reliance upon information furnished to any, who controls the Company, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser IndemniteesIndemnified Parties") against any and all losses, claims, damages, claims damages or liabilities or litigation (including reasonable legal attorneys fees and other expenses) ), joint or several, relating to the Trust or Fund, to which any of the Adviser Indemnitees such Indemnified Party may become subject under the Securities Act of 1933, as amended ("1933 Act"), the 1940 1934 Act, the Advisers Act, Act or under any other statutefederal or state statutory law or regulation, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any insofar as such losses, claims, damages, damages or liabilities (or litigation (including reasonable legal and other expensesactions in respect thereof) arising arise out of or are based on upon (i1) any breach by the Adviser act, omission, error and/or mistake of an Adviser representation any other fiduciary and/or any other person; or warranty made herein, (ii2) any willful misconduct, bad faith, reckless disregard untrue statement or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any alleged untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) any omission or the alleged omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein made not misleadingmisleading in (a) the Registration Statement, if the prospectus or any other filing, (b) any advertisement or sales literature authorized by the Trust for use in the offer and sale of shares of each Fund, or (c) any application or other document filed in connection with the qualification of the Trust or shares of each Fund under the Blue Sky or securities laws of any jurisdiction, except insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any such untrue statement or omission was or alleged untrue statement or omission (i) in a document prepared by the Sub-Adviser, or (ii) made in reliance upon and in conformity with information furnished to the Company, Trust by or on behalf of the omission of such information, by Sub-Adviser pertaining to or originating with the Sub-Adviser Indemnities for use thereinin connection with any document referred to in clauses (a), (b) or (c). (cd) A party seeking It is understood, however, that nothing in this paragraph 10 shall protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice against any liability to the other Trust, Fund and/or its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of any claim reckless disregard of its obligations and duties under this Agreement or any breach of this Agreement. ("Claim"e) Notwithstanding any other provision of this Agreement, the Sub-Adviser shall not be liable for which it intends any loss to seek indemnification, (ii) grant each Fund or the Adviser caused directly or indirectly by circumstances beyond the Sub-Adviser's reasonable control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claimincluding, but will not have the right to control the defenselimited to, consent to judgment government restrictions, exchange or agree to the settlement market rulings, suspensions of any Claim without the written consent trading, acts of the civil or military authority, national emergencies, earthquakes, floods or other party. The party providing the indemnification will not consent to the entry catastrophes, acts of any judgment God, wars or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant failures of all liabilities for Claims against the Indemnified Party communication or (ii) which otherwise adversely affects the rights of the Indemnified Partypower supply.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other reasonable expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder hereunder, (ii) any failure by the Manager to properly notify the Adviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Adviser Indemnitees may be subject or (iii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Investment Adviser or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Trust, the Investment Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of an a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the CompanyInvestment Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will Investment Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Sub-Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will Investment Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of an a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the CompanyInvestment Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. (c) C. A party seeking indemnification hereunder (the "Indemnified Party") will shall (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will shall have the right at its own expense to participate in the defense of any Claim, but will shall not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will shall not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except To the fullest extent permitted by law and notwithstanding any provision of this Agreement, no Member in its capacity as may otherwise be provided by a Member, Manager in his capacity as a Manager, officer in his or her capacity as an officer, or authorized person in his or her capacity as an authorized person shall have any duty, fiduciary or otherwise, to the 1940 Act Company or any Member in connection with the business and affairs of the Company or any consent or approval given or withheld pursuant to this Agreement, other federal securities than the implied contractual covenant of good faith and fair dealing. The foregoing sentence will not be deemed to alter the contractual obligations of a Member to another Member or the Company pursuant to the Transaction Documents. To the maximum extent permitted by applicable law, neither each Member acknowledges and agrees that any Manager, officer or authorized person shall serve in such capacity to represent the Adviser nor interests of NGP and shall be entitled to consider only such interests (including the interests of NGP) and factors specified by NGP, and shall not owe duties, fiduciary or otherwise (including any duty of disclosure), at law, in equity or under the Transaction Documents, to the Company, any other Member or to any creditor of the Company (even if the Company is insolvent or near insolvency), other than the implied contractual covenant of good faith and fair dealing. To the maximum extent permitted by applicable law, each Member acknowledges and agrees that any Member may act hereunder to represent its own interests and shall be entitled to consider only such interests (including its own interests), and shall not owe duties, fiduciary or otherwise (including any duty of disclosure), at law, in equity or under the Transaction Documents, to the Company, any other Member or to any creditor of the Company (even if the Company is insolvent or near insolvency), other than the implied contractual covenants of good faith and fair dealing. The Company’s officers, members authorized persons, the Board, the Members and their Affiliates, and their respective managers, members, partners, officers, authorized persons, directors, employees, authorized persons and agents, shall not be liable, responsible or employees (its "Affiliates") will be liable accountable in damages or otherwise to the Company or the other Members for any lossesacts or omissions that do not constitute a violation of the implied contractual covenant of good faith and fair dealing, claimsand the Company shall indemnify to the maximum extent permitted under the Act and save harmless the Company’s officers, damagesauthorized persons, the Board and the Members and their Affiliates, and their respective managers, members, partners, officers, authorized persons, directors, employees and agents (individually, an “Indemnitee”) from all liabilities or litigation (including legal and other expenses) reasonably incurred or suffered by any such Indemnitee in connection with the activities of the Company as a result or its subsidiaries. Any act or omission performed or omitted by an Indemnitee on advice of any error of judgment legal counsel or an independent consultant who has been employed or retained by the Adviser Company shall be presumed to have been performed or its Affiliates with respect to each Fund, except that nothing omitted in this Agreement will operate good faith without gross negligence or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct. THE PARTIES RECOGNIZE THAT THIS PROVISION SHALL RELIEVE ANY SUCH INDEMNITEE FROM ANY AND ALL LIABILITIES, bad faithOBLIGATIONS, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAIDUTIES, proxy materialsCLAIMS, reportsACCOUNTS AND CAUSES OF ACTION WHATSOEVER ARISING OR TO ARISE OUT OF ANY NEGLIGENCE BY ANY SUCH INDEMNITEE, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use thereinAND SUCH INDEMNITEE SHALL BE ENTITLED TO INDEMNIFICATION FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE NEGLIGENCE. (b) Except The Company shall, to the maximum extent permitted under the Act, pay or reimburse expenses incurred by an Indemnitee in connection with the Indemnitee’s appearance as may otherwise be provided by the 1940 Act a witness or any other federal securities law, participation in a proceeding involving or affecting the Company will indemnify and hold harmless at a time when the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities Indemnitee is not a named defendant or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser respondent in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinproceeding. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not Board shall have the right to control require that any contract entered into by the defenseCompany provide that the Board shall have no personal liability for the obligations of the Company thereunder. (d) The indemnification provided by this Section 5.5 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreement or vote of the Members, consent as a matter of law or otherwise, both as to judgment action in the Indemnitee’s capacity as a Member or agree an officer, authorized person, director, manager, employee or agent of a Member or as a Person serving at the request of the Company as set forth above and to action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the settlement of any Claim without the written consent benefit of the other party. The party providing heirs, successors, assigns, administrators and personal representatives of the Indemnitees. (e) In no event may an Indemnitee subject the Members to personal liability by reason of this indemnification provision. (f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 5.5 because the Indemnitee had an interest in the transaction with respect to which the indemnification will not consent to applies if the entry transaction was otherwise permitted by the terms of any judgment or enter any settlement which this Agreement. (g) The Company hereby agrees, and the Members hereby acknowledge, that: (i) does not include, to the extent legally permitted and as an unconditional term, the release required by the claimant terms of this Agreement and the Certificate (or by the terms of any other agreement between the Company and a Sponsor Indemnitee), (A) the Company is the indemnitor of first resort (i.e., its obligations to each Sponsor Indemnitee are primary and any obligation of the Sponsor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Sponsor Indemnitee are secondary) and (B) the Company shall be required to advance the full amount of expenses incurred by a Sponsor Indemnitee and shall be liable for the full amount of all liabilities for Claims expenses, judgments, penalties, fines and amounts paid in settlement, without regard to any rights that a Sponsor Indemnitee may have against the Indemnified Party or Sponsor Indemnitors and (ii) the Company irrevocably waives, relinquishes and releases the Sponsor Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (i) of this sentence for which otherwise adversely affects any Sponsor Indemnitee has received indemnification or advancement from the Company. No advancement or payment by the Sponsor Indemnitors on behalf of any Sponsor Indemnitee with respect to any claim for which a Sponsor Indemnitee has sought indemnification from the Company shall affect the foregoing and that the Sponsor Indemnitors shall have a right of contribution or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Sponsor Indemnitee against the Indemnified PartyCompany.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members members, partners or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Trust, the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising directly out of or based on (i) the Sub-Adviser’s material breach of any breach of its duties or obligations under this Agreement; (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations under this Agreement; or (iii) any untrue statement of a material fact relating to the Sub-Adviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) expressly for use therein and provided that the Adviser gave the Sub-Adviser a reasonable advance opportunity to review and comment on all such Fund materials that relate to the Sub-Adviser. (b) Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to each Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of an the Adviser representation for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or warranty made hereinlitigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising directly out of (i) the Adviser’s material breach of any of its duties or obligations under this Agreement; (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder under this Agreement; or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) expressly for use therein. (b) Except as may otherwise be therein and provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of that the Adviser Indemnitees may become subject under gave the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based Sub-Adviser a reasonable advance opportunity to review and comment on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other all such Fund materials pertaining that relate to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinSub-Adviser. (c) A Unless otherwise obligated under applicable law, no party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other this Agreement shall be liable for any indirect, punitive, incidental, special or consequential damages arising out of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partythis Agreement.

Liability and Indemnification. (a) Except To the fullest extent permitted by law and notwithstanding any provision of this Agreement, no Member in its capacity as may otherwise be provided by a Member, Manager in his capacity as a Manager, officer in his or her capacity as an officer, or authorized person in his or her capacity as an authorized person shall have any duty, fiduciary or otherwise, to the 1940 Act Company or any Member in connection with the business and affairs of the Company or any consent or approval given or withheld pursuant to this Agreement, other federal securities than the implied contractual covenant of good faith and fair dealing. The foregoing sentence will not be deemed to alter the contractual obligations of a Member to another Member or the Company pursuant to the Transaction Documents. To the maximum extent permitted by applicable law, neither each Member acknowledges and agrees that any Manager, officer or authorized person shall serve in such capacity to represent the Adviser nor interests of Rice Energy and shall be entitled to consider only such interests (including the interests of Rice Energy) and factors specified by Rice Energy, and shall not owe duties, fiduciary or otherwise (including any duty of disclosure), at law, in equity or under the Transaction Documents, to the Company, any other Member or to any creditor of the Company (even if the Company is insolvent or near insolvency), other than the implied contractual covenant of good faith and fair dealing. To the maximum extent permitted by applicable law, each Member acknowledges and agrees that any Member may act hereunder to represent its own interests and shall be entitled to consider only such interests (including its own interests), and shall not owe duties, fiduciary or otherwise (including any duty of disclosure), at law, in equity or under the Transaction Documents, to the Company, any other Member or to any creditor of the Company (even if the Company is insolvent or near insolvency), other than the implied contractual covenants of good faith and fair dealing. The Company’s officers, members authorized persons, the Board, the Members and their Affiliates, and their respective managers, members, partners, officers, authorized persons, directors, employees, authorized persons and agents, shall not be liable, responsible or employees (its "Affiliates") will be liable accountable in damages or otherwise to the Company or the other Members for any lossesacts or omissions that do not constitute a violation of the implied contractual covenant of good faith and fair dealing, claimsand the Company shall indemnify to the maximum extent permitted under the Act and save harmless the Company’s officers, damagesauthorized persons, the Board and the Members and their Affiliates, and their respective managers, members, partners, officers, authorized persons, directors, employees and agents (individually, an “Indemnitee”) from all liabilities or litigation (including legal and other expenses) reasonably incurred or suffered by any such Indemnitee in connection with the activities of the Company as a result or its subsidiaries. Any act or omission performed or omitted by an Indemnitee on advice of any error of judgment legal counsel or an independent consultant who has been employed or retained by the Adviser Company shall be presumed to have been performed or its Affiliates with respect to each Fund, except that nothing omitted in this Agreement will operate good faith without gross negligence or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct. THE PARTIES RECOGNIZE THAT THIS PROVISION SHALL RELIEVE ANY SUCH INDEMNITEE FROM ANY AND ALL LIABILITIES, bad faithOBLIGATIONS, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAIDUTIES, proxy materialsCLAIMS, reportsACCOUNTS AND CAUSES OF ACTION WHATSOEVER ARISING OR TO ARISE OUT OF ANY NEGLIGENCE BY ANY SUCH INDEMNITEE, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use thereinAND SUCH INDEMNITEE SHALL BE ENTITLED TO INDEMNIFICATION FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE NEGLIGENCE. (b) Except The Company shall, to the maximum extent permitted under the Act, pay or reimburse expenses incurred by an Indemnitee in connection with the Indemnitee’s appearance as may otherwise be provided by the 1940 Act a witness or any other federal securities law, participation in a proceeding involving or affecting the Company will indemnify and hold harmless at a time when the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities Indemnitee is not a named defendant or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser respondent in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinproceeding. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not Board shall have the right to control require that any contract entered into by the defenseCompany provide that the Board shall have no personal liability for the obligations of the Company thereunder. (d) The indemnification provided by this Section 5.5 shall be in addition to any other rights to which each Indemnitee may be entitled under any agreement or vote of the Members, consent as a matter of law or otherwise, both as to judgment action in the Indemnitee’s capacity as a Member or agree an officer, authorized person, director, manager, employee or agent of a Member or as a Person serving at the request of the Company as set forth above and to action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the settlement of any Claim without the written consent benefit of the other party. The party providing heirs, successors, assigns, administrators and personal representatives of the Indemnitees. (e) In no event may an Indemnitee subject the Members to personal liability by reason of this indemnification provision. (f) An Indemnitee shall not be denied indemnification in whole or in part under this Section 5.5 because the Indemnitee had an interest in the transaction with respect to which the indemnification will not consent to applies if the entry transaction was otherwise permitted by the terms of any judgment or enter any settlement which this Agreement. (g) The Company hereby agrees, and the Members hereby acknowledge, that: (i) does not include, to the extent legally permitted and as an unconditional term, the release required by the claimant terms of this Agreement and the Certificate (or by the terms of any other agreement between the Company and a Sponsor Indemnitee), (A) the Company is the indemnitor of first resort (i.e., its obligations to each Sponsor Indemnitee are primary and any obligation of the Sponsor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Sponsor Indemnitee are secondary) and (B) the Company shall be required to advance the full amount of expenses incurred by a Sponsor Indemnitee and shall be liable for the full amount of all liabilities for Claims expenses, judgments, penalties, fines and amounts paid in settlement, without regard to any rights that a Sponsor Indemnitee may have against the Indemnified Party or Sponsor Indemnitors and (ii) the Company irrevocably waives, relinquishes and releases the Sponsor Indemnitors from any and all claims for contribution, subrogation or any other recovery of any kind in respect of any of the matters described in clause (i) of this sentence for which otherwise adversely affects any Sponsor Indemnitee has received indemnification or advancement from the Company. No advancement or payment by the Sponsor Indemnitors on behalf of any Sponsor Indemnitee with respect to any claim for which a Sponsor Indemnitee has sought indemnification from the Company shall affect the foregoing and that the Sponsor Indemnitors shall have a right of contribution or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Sponsor Indemnitee against the Indemnified PartyCompany.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder hereunder, (ii) any failure by the Manager to properly notify the Adviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Adviser Indemnitees may be subject or (iii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other c. Any indemnified person under this section shall not settle, terminate, appeal or otherwise dispose of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim that may fall under this indemnification section without the prior written consent of the other indemnifying party. The party providing the indemnification will , which consent shall not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.be unreasonably withheld

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor Subadvisor, any of its affiliates and any of the officers, members directors, employees, consultants, or employees (its "Affiliates") will agents thereof shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Company Fund as a result of any ordinary negligence, error of judgment or mistake of fact or law by the Adviser or its Affiliates Subadvisor with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadvisor for, and the Adviser will Subadvisor shall indemnify and hold harmless the Company Fund, AEFC and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company AEFC Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise to the extent arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadvisor in the performance of any of its duties or obligations hereunder or hereunder; (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser Subadvisor which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Company, AEFC or the omission of such information, Fund by the Adviser Indemnitees (as defined below) Subadvisor for use therein; or (iii) any violation of federal or state statutes or regulations by Subadvisor. It is further understood and agreed that Subadvisor may rely upon information furnished to it by AEFC that it believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which AEFC may otherwise have under any securities laws. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, AEFC and the Company will Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadvisor as a result of any ordinary negligence, error of judgment or mistake of fact or law by AEFC with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of AEFC for, and AEFC shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) Subadvisor and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Subadvisor Indemnitees") against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Adviser Subadvisor Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law law, or otherwise, arising out of or based on this Agreement; provided however, otherwise to the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) extent arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser AEFC in the performance of any of its duties or obligations hereunder or under the Advisory agreement; (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser AEFC which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon written information furnished to the Company, AEFC or the omission of such information, Fund by the Adviser Indemnities Subadvisor for use therein, or (iii) any violation of federal or state statutes or regulations by AEFC or the Fund. (c) A party seeking After receipt by AEFC or Subadvisor, its affiliates, or any partner, officer, director, employee, or agent of any of the foregoing, entitled to indemnification hereunder as stated in (the a) or (b) above ("Indemnified Party") of notice of the commencement of any action or other proceeding, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section ("Indemnifying Party"), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will (i) provide prompt not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Indemnifying Party and such Indemnifying Party is damaged as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel reasonably satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any Claim proceeding effected without the its written consent, which consent of the other party. The party providing the indemnification will shall not be unreasonably delayed or withheld, but if settled with such consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or (ii) which otherwise adversely affects the rights liability by reason of the Indemnified Partysuch settlement.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities lawlaw (whose provisions may not be waived or altered by contract), neither the Sub-Adviser nor any of its officers, members or of employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expensesreasonable attorneys fees) incurred or suffered by the Company Portfolio(s), the Trust or the Adviser as a result of any error of judgment judgment, mistake of law, or other action or omission by the Sub-Adviser or its Affiliates with respect to each FundAffiliates; provided, except however, that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company against Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 Investment Company Act, the Advisers Act, Act or under any other statute, or at common law or otherwise otherwise, arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), neither the Adviser nor any of its Affiliates shall be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser or its Affiliates as a result of any error of judgment, mistake of law, or other action or omission by the Company will Adviser or its Affiliates; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of as defined in Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons thereof (as described in Section 15 of the 1933 Securities Act) (collectively, "“Sub-Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 Investment Company Act, the Advisers Act, Act or under any other statute, or at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser which that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities for use thereinIndemnitees. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Fund as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company against any and all lossesFund, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Fund by the Adviser Indemnities Subadviser Indemnitees (as defined below) for use therein. b. Except as may otherwise be provided by the 1940 Act or any other applicable law, the Adviser and the Fund shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Subadviser as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Subadviser, all affiliated persons thereof (within the "Indemnified Party"meaning of Section 2(a)(3) will of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which otherwise adversely affects was required to be stated therein or necessary to make the rights of statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Indemnified PartyAdviser by a Subadviser Indemnitee for use therein.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor Subadviser, including any of its affiliates and any of the officers, members partners, employees, consultants, or employees agents thereof and any Subadviser-Delegatee (its "Affiliates"as defined below) will shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Company Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to the Company, Investment Manager or the omission of such information, Fund by the Adviser Indemnitees (as defined below) a Subadviser Indemnitee for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement violation of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, federal or other materials pertaining to the Fund(s) state statutes or regulations by Investment Manager or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinFund. (c) A party seeking After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification hereunder as stated in (the "a) or (b) above (“Indemnified Party"”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will (i) provide prompt not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Indemnifying Party and such Indemnifying Party is damaged solely as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any Claim proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional termplaintiff, the release by the claimant of all liabilities for Claims against Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or (ii) which otherwise adversely affects the rights liability by reason of the Indemnified Partysuch settlement or judgment.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities lawlaw (whose provisions may not be waived or altered by contract), neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expensesreasonable attorney’s fees) incurred or suffered by the Company Portfolio(s), the Trust or the Adviser as a result of any error of judgment judgment, mistake of law, or other action or omission by the Sub-Adviser or its Affiliates with respect to each FundAffiliates; provided, except however, that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company against Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 Investment Company Act, the Advisers Act, Act or under any other statute, or at common law or otherwise otherwise, arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Sub-Adviser’s provision of investment sub-advisory services to the Portfolio(s), or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorney’s fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Company will Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of as defined in Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons thereof (as described in Section 15 of the 1933 Securities Act) (collectively, "“Sub-Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 Investment Company Act, the Advisers Act, Act or under any other statute, or at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Sub-Adviser’s provision of investment sub-advisory services to the Portfolio(s), or the omission to state therein a material fact known to the Adviser which that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities for use thereinIndemnitees. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, the “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (iia) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiib) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnitees Indemnitee (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "the “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (iia) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (iiib) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an . Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "“Indemnified Party"”) will (i) provide prompt notice to the other of any claim ("“Claim"”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor Subadviser, including any of its affiliates and any of the officers, members partners, employees, consultants, or employees agents thereof and any Subadviser-Delegatee (its "Affiliates"as defined below) will shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Company Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to the Company, Investment Manager or the omission of such information, Fund by the Adviser Indemnitees (as defined below) a Subadviser Indemnitee for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement violation of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, federal or other materials pertaining to the Fund(s) state statutes or regulations by Investment Manager or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinFund. (c) A party seeking After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification hereunder as stated in (the "a) or (b) above (“Indemnified Party"”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will (i) provide prompt not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Indemnifying Party and such Indemnifying Party is damaged solely as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any Claim proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional termplaintiff, the release by the claimant of all liabilities for Claims against Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or (ii) which otherwise adversely affects the rights liability by reason of the Indemnified Partysuch settlement or judgment.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its managers, officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundany Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to any Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the "Indemnified Party"meaning of Section 2(a)(3) will of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon written information furnished to the Adviser or the Trust by the Sub-Adviser. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which otherwise adversely affects Adviser, the rights of Trust, or the Indemnified PartyFund may have under any U.S. securities laws.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Adviser Indemnities Subadviser Indemnitees (as defined below) for use therein. b. Except as may otherwise be provided by the 1940 Act or any other applicable law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Subadviser as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Subadviser, all affiliated persons thereof (within the "Indemnified Party"meaning of Section 2(a)(3) will of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which otherwise adversely affects was required to be stated therein or necessary to make the rights of statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Indemnified PartyAdviser by a Subadviser Indemnitee for use therein.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder hereunder, (ii) any failure by the Manager to properly notify the Adviser of changes to the Registration Statement, the Charter Requirements, written instructions of the Manager or any policy adopted by the Trust's Board of Trustees applicable to the Portfolio that leads to any such losses, claims, damages, liabilities or litigation to which any of the Adviser Indemnitees may be subject or (iii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Funda Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933) (collectively, the “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnities may become subject under the 1933 ActSecurities Act of 1933, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (iia) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiib) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnitees Indemnitee (as defined below) for use therein.; and (b) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to a Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 ActSecurities Act of 1933) (collectively, "the “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees Indemnities may become subject under the 1933 ActSecurities Act of 1933, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (iia) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (iiib) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished in writing to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or Act, any other U.S. federal securities law or Cayman Islands law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Company, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Company Indemnities”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, Cayman Islands law, or under any other statute, or at common law or otherwise otherwise, arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Company or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Company or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or Act, any other U.S. federal securities law or Cayman Islands law, the Company will and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Company, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Company or the Trust for, and the Company shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, Cayman Islands law, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Company in the performance of any of its duties or obligations hereunder hereunder, (ii) any failure by the Company to properly notify the Adviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Adviser Indemnitees may be subject or (iii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Company or the omission to state therein a material fact known to the Adviser Company or Trust which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Company or the omission of such information, Trust by the a Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundany Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the CompanyAdviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. The Sub-Adviser offers no guarantee of investment performance, profitability, or that a Fund’s performance objective will be met. B. Except as may otherwise be provided by law, the omission Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser as a result of such information, any error of judgment or mistake of law by the Adviser Indemnities for use therein. with respect to any Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (cwithin the meaning of Section 2(a)(3) A party seeking indemnification hereunder of the Investment Company Act) and all controlling persons (as described in Section 15 of the "Indemnified Party"1933 Act) will (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundany Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Affiliates. The Sub-Adviser will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to any Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the "Indemnified Party"meaning of Section 2(a)(3) will of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, otherwise arising out of or based on this Agreement; (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser or the Trust by the Subadviser Indemnitees (as defined below) for use therein. b. Except as may otherwise be provided howeverby the 1940 Act or any other applicable law, the Company will Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Subadviser as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify or and hold harmless the Adviser Indemnitees for Subadviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon written information furnished to the Company, or the omission of such information, Subadviser by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other applicable federal securities lawlaw or regulation, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Investment Adviser or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Trust, the Investment Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, the CEA or under any other statute, and any rules thereunder, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of an Adviser representation its representations or warranty warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the CompanyInvestment Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other applicable federal securities law, the Company will Investment Adviser shall indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Sub-Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, the CEA or under any other statute, and any rules thereunder, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will Investment Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of an Adviser representation its representations or warranty warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the CompanyInvestment Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. (c) C. A party seeking indemnification hereunder (the "“Indemnified Party"”) will shall (i) provide prompt notice to the other of any claim ("“Claim"”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will shall have the right at its own expense to participate in the defense of any Claim, but will shall not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will shall not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. D. Notwithstanding anything in this Agreement to the contrary contained herein, the Sub-Adviser shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Investment Adviser or the Trust resulting from any event beyond the reasonable control of the Sub-Adviser or its agents, including but not limited to, nationalization, expropriation, devaluation, seizure, or similar unusual actions by any governmental authority, de facto or de jure; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or acts of war, terrorism, insurrection or revolution; or acts of God (collectively, “Force Majeure Events”). Upon the occurrence of a Force Majeure Event, the Sub-Adviser shall endeavor to recommence performance or observance without delay, in a manner consistent with its obligations under the Advisers Act, the Investment Company Act and as a fiduciary of the Trust.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Funds or Allocated Portion, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Funds or Allocated Portion or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Funds or Allocated Portion, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Funds or Allocated Portion or the omission to state therein a material fact known to the Adviser which Manager that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnities Indemnitees for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Investment Manager or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Company Trust, the Investment Manager, all affiliated persons thereof within the meaning of Section 2(a)(3) of the 1940 Act (“affiliated person”) and all persons, if any who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”), control (“controlling person”) the Trust or the Investment Manager (collectively, “Investment Manager Indemnitees”), against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which any of the Company Investment Manager Indemnitees may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, or the Internal Revenue Code, under any other statute, law, rule or regulation, at common law or otherwise otherwise, arising out of or based on the Sub-Adviser’s responsibilities hereunder (ia) any breach by to the Adviser extent of an Adviser representation or warranty made herein, (ii) any and as a result of the willful misconduct, bad faith, reckless disregard or gross negligence by the Sub-Adviser, any of the Adviser in Sub-Adviser’s employees or representatives or any affiliate of or any person acting on behalf of the performance Sub-Adviser, or (b) as a result of any of its duties untrue statement or obligations hereunder or (iii) any alleged untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements statement therein not misleading, if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the CompanyInvestment Manager, the Trust or any affiliated person of the Investment Manager or the Trust or upon verbal information confirmed by the Sub-Adviser in writing, or (c) to the omission extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of applicable law, including the 1940 Act, the Internal Revenue Code, the Registration Statement and the Board/Investment Manager Procedures; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any Investment Manager Indemnitee deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or negligence in the performance of such information, person’s duties or by the Adviser Indemnitees (as defined below) for use therein. (b) reason of such person’s reckless disregard of obligations and duties under this Agreement. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Investment Manager shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Investment Manager for, and the Investment Manager shall indemnify and hold harmless the Sub-Adviser, all any affiliated persons thereof (within the meaning of Section 2(a)(3) person of the ▇▇▇▇ ▇▇▇) Sub-Adviser and all each controlling persons (as described in Section 15 person of the 1933 Act) (collectivelySub-Adviser, "Adviser Indemnitees") if any, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which any the Sub-Adviser or such affiliated person or controlling person of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, or the Internal Revenue Code, under any other statute, law, rule or regulation, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless Investment Manager’s responsibilities as investment manager of the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation Fund (including reasonable legal a) to the extent of and other expenses) arising out as a result of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence by the Investment Manager, any of the Adviser in Investment Manager’s employees or representatives or any affiliate of or any person acting on behalf of the performance Investment Manager, or (b) as a result of any of its duties untrue statement or obligations hereunder or (iii) any alleged untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements statement therein not misleading, if such a statement or omission was made other than in reliance upon and in conformity with written information furnished to by the CompanySub-Adviser, or any affiliated person of the omission Sub-Adviser or other than upon verbal information confirmed by the Sub-Adviser in writing; provided, however, that in no case is the Investment Manager’s indemnity in favor of the Sub-Adviser or any affiliated person or controlling person of the Sub-Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or negligence in the performance of such informationperson’s duties or by reason of its reckless disregard of such person’s obligations and duties under this Agreement. The Sub-Adviser agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this agreement, by it shall look only to assets of the Adviser Indemnities Fund for use therein. (c) A party seeking indemnification hereunder (satisfaction and that it shall have no claim against the "Indemnified Party") will (i) provide prompt notice to the other assets of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control other portfolios of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified PartyTrust.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein; provided, however, that in no case is the Adviser's indemnity in favor of the Manager Indemnities deemed to protect such persons against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of such person's duties, or by reason of such person's reckless disregard of obligations and duties under this Agreement. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder hereunder, (ii) any failure by the Manager to properly notify the Adviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Adviser Indemnitees may be subject or (iii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (; provided, however, that in no case is the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Adviser's indemnity in favor of the defense and /or settlement Manager Indemnities deemed to protect such persons against any liability to which any such person would otherwise be subject by reason of the Claim to the other partywillful misfeasance, and (iii) cooperate with the other party bad faith, or gross negligence in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense performance of any Claimsuch person's duties, but will not have the right to control the defense, consent to judgment or agree to the settlement by reason of any Claim without the written consent such person's reckless disregard of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partyobligations and duties under this Agreement.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnities") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolios or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitees for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other reasonable expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇1940 Act) and all controlli▇▇ ▇▇▇) and all controlling persons ▇▇ns (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder hereunder, (ii) any failure by the Manager to properly notify the Adviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Adviser Indemnitees may be subject or (iii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Investment Adviser or the Corporation as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Corporation, the Investment Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of an a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the CompanyInvestment Adviser or the Corporation, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will Investment Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Sub-Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will Investment Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of an a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the CompanyInvestment Adviser or the Corporation, or the omission of such information, by the Sub-Adviser Indemnities for use therein. (c) C. A party seeking indemnification hereunder (the "“Indemnified Party"”) will shall (i) provide prompt notice to the other of any claim ("“Claim"”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will shall have the right at its own expense to participate in the defense of any Claim, but will shall not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will shall not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser MCCM nor any of its officers, directors, partners, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by HIP or the Company Fund as a result of of, including but not limited to, any act or omission in the course of, or connected with, rendering services hereunder by MCCM or its Affiliates, any error of judgment or mistake of law by the Adviser MCCM or its Affiliates with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser MCCM or its Affiliates for, and the Adviser will MCCM shall indemnify and hold harmless the Fund, HIP, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company against Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “HIP Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company any of HIP Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser MCCM in the performance of any of its duties or obligations hereunder hereunder; or (iiiii) any untrue statement of a material fact contained in the Prospectus and any Prospectus, SAI, Offering Memorandum, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser MCCM which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Company, HIP or the omission of such information, Fund by the Adviser MCCM Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, HIP, the Company will Fund and their respective Affiliates shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by MCCM as a result of, including but not limited to, any error of judgment or mistake of law by HIP, the Fund and their respective Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of HIP for, and HIP shall indemnify and hold harmless the AdviserMCCM, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser “MCCM Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser MCCM Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser HIP in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and any Prospectus, SAI, Offering Memorandum, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser which HIP that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, MCCM or the omission of such information, Fund by the Adviser Indemnities HIP Indemnitees for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Adviser in good faith exercise of its powers hereunder by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Adviser, or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Allocated Portion or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Allocated Portion, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which Manager that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, by the Adviser Indemnities for use thereinTrust. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. Seller will indemnify, protect, defend or settle (aat Seller’s expense), and hold harmless Indemnitees from and against all Liabilities arising out of or in any manner connected with personal injury, including death, or property loss or damage to Company or to others (including Seller and employees and invitees of Seller, Seller’s suppliers, distributors, Company and Company employees and invitees) Except as arising out of or in any manner connected with (i) the production and delivery of, or any defect in, Products supplied hereunder (including, without limitation, any claims of strict liability, tort, negligence or otherwise premised on either an actual or alleged defect in the Products or otherwise incident to the performance of this Contract); (ii) any act or omission of Seller; and/or (iii) breach of any representation, warranty (whether express or implied) or covenant, whether caused by Seller, or a supplier of Seller, or employees or invitees of either of them, and in each case whether or not caused or contributed to by the fault or negligence of any of the Indemnitees. For the avoidance of doubt, ▇▇▇▇▇▇ expressly agrees that Seller will indemnify, defend and hold harmless the Indemnitees in connection with this Section 11 even if any or all of the Liabilities incurred by any or all of the Indemnitees are caused in part by the concurrent negligence of one or more of the Indemnitees. Seller waives the application of the doctrine of comparative negligence and other doctrines that may otherwise be provided allocate the liability covered by the 1940 Act Seller’s indemnity. ▇▇▇▇▇▇ agrees to waive and release any rights of contribution, indemnity or any other federal securities law, neither the Adviser nor subrogation it may have against any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Indemnitees as a result of any error indemnity claim asserted by another Indemnitee under this Section 11. Seller, for itself, its successors, assigns and subcontractors hereby expressly agrees to waive any provision of judgment any workers’ compensation act or other similar law whereby Seller could preclude its joinder by the Adviser Company as an additional defendant, or avoid liability for damages, contribution or indemnity in any action at law, or otherwise where Seller’s or its Affiliates with respect subcontractor’s employee or employees, heirs, assigns or anyone otherwise entitled to each Fundreceive damages by reason of injury or death brings an action at law against any Indemnitee. Seller’s obligation to Company herein will not be limited by any limitation on the amount or type of damages, except that nothing in this Agreement will operate benefits or purport to operate compensation payable by or for Seller under any workers’ compensation acts, disability benefit acts, or other employee benefit acts on account of claims against Company by an employee of Seller or anyone employed directly or indirectly by Seller or anyone for whose acts Seller may be liable. In particular, but without altering or in any way to exculpate, waive or limit limiting the liability general application of the Adviser or its Affiliates forwaiver set forth in the previous sentence, Seller expressly waives application of Section 131 of the Michigan Worker’s Disability Compensation Act, and all comparable sections of any other applicable state’s laws, as each may be amended from time to time. The obligations in this Section are in addition to Seller’s duty to provide insurance and will not be altered by any limitation on the Adviser will indemnify and hold harmless the Company against any and all losses, claims, amount or type of damages, liabilities compensation, or litigation (including reasonable legal and other expenses) to which the Company may become subject benefits payable by Seller under the 1933 any Workers’ Compensation Act, the 1940 Act, the Advisers U.S. Longshoremen’s and Harbor Workers’ Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by employee benefit act. Seller’s obligations hereunder will not be limited to the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance extent of any of its duties insurance available to or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinSeller. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor Subadviser, including any of its affiliates and any of the officers, members partners, employees, consultants, or employees agents thereof and any Subadviser-Delegatee (its "Affiliates"as defined below) will shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Company Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each the Fund or any act or omission by Subadviser in good faith and believed by it to be authorized or within its discretion, rights or powers conferred by this Agreement or in accordance with specific directions or instructions from the Investment Manager or the officers or trustees of the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11 and the Investment Manager has accepted all material (in the opinion of the Subadviser) comments from Subadviser regarding such disclosure; (iii) any violation of federal or state statutes or regulations, or regulations of a regulatory agency or industry self-regulatory agency, by Subadviser and (iv) any material breach of the terms of this Agreement by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any negligent act or omission directly attributable to Subadviser which results directly in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission and such action or omission constitutes willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to the Company, Investment Manager or the omission of such information, Fund by the Adviser Indemnitees (as defined below) Subadviser for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement violation of federal or state statutes or regulations, or regulations of a regulatory agency or industry self-regulatory agency, by Investment Manager or the Fund, (iv) any material fact contained breach of the terms of this Agreement by Investment Manager, (v) Subadviser acting in accordance with any instruction or direction provided by the Prospectus and SAI, proxy materials, reports, advertisements, sales literatureInvestment Manager or the Board, or (vi) the actions or omissions of any other materials pertaining subadviser to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinFund. (c) A party seeking After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification hereunder as stated in (the "a) or (b) above (“Indemnified Party"”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will (i) provide prompt not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Indemnifying Party and such Indemnifying Party is damaged solely as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any Claim proceeding effected without its written consent, which consent shall not be unreasonably withheld. Any settlement of a proceeding or action by an Indemnifying Party on an Indemnified Party’s behalf shall require the prior written consent of the other party. The Indemnified Party, which consent shall not be unreasonably withheld. (d) Under no circumstances shall any party providing the indemnification will not consent hereto be liable to the entry of any judgment another for special, punitive or enter any settlement which (i) does not includeconsequential damages, as an unconditional termarising under or in connection with this Agreement, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights even if previously informed of the Indemnified Partypossibility of such damages.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Company as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub- Adviser will indemnify and hold harmless the Company Company, the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of an a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Company, or the omission of such information, by the Sub- Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company Adviser will indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Sub-Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of an a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Company, or the omission of such information, by the Sub- Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) absent any willful misconductmisfeasance, bad faith, reckless disregard disregard, or gross negligence of the Adviser in the performance of any of its our duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literatureunder this Agreement, or other materials pertaining any reckless disregard of our obligations and duties under this Agreement. (hereinafter, “Disabling Conduct”), we shall not be liable, whether directly or indirectly, to you or any third party for any damages or losses due to any act or omission of the Fund(s) Sub-Adviser which arise out of or are in connection with this Agreement or the omission Assets that may be sustained with respect to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use thereinservices rendered hereunder. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Each party hereto agrees to indemnify and hold the other party, the other party’s directors, officers, shareholders, Affiliated Companies, employees, members, managers, agents, advisers, controlling persons, sub-advisers, assigns and representatives and the legal representatives and affiliates of any of them and any person who was at the time in question such a person (each, an “Indemnified Person”) harmless the Adviserfrom and against any losses, all affiliated persons thereof expenses, judgments, disbursements, suits, claims, liabilities, obligations, fines, penalties, charges, settlement costs, fees and related expenses (within the meaning of Section 2(a)(3) including attorneys’ fees and expenses), costs, damages and interest on any of the ▇foregoing (collectively, “Damages”) in connection with any action, suit, claim, inquiry, investigation, appeal or other proceeding, whether civil or criminal, whether pending or threatened, whether or not the Indemnified Person is or may be a party thereto, before any court or administrative or investigative body which arise out of or are in connection with this Agreement or the Assets, except with respect to any matter which shall have been finally determined by a court of competent jurisdiction to have resulted from such Indemnified Person’s Disabling Conduct. (c) We shall not compensate you for any losses incurred by you as a result of our management of the Fund’s Assets under this Agreement in good faith and with due care and diligence, and we shall not provide you or the Fund with any extraordinary benefits in connection with the performance of this Agreement. You shall not demand any aforementioned compensation or extraordinary benefits from us. (d) Nothing in this Agreement shall operate to exclude or restrict any duty or liability we may have to you or the Fund under any applicable laws or regulations. Nothing in this Agreement shall protect Sub-Adviser from any liabilities that it may have under the Securities Act of 1933, as amended, (the “1933 Act”), the Advisers Act or the 1▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 . The Sub-Adviser does not warrant that the Assets will achieve any particular rate of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities return or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company that its performance will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance match that of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, benchmark index or other materials pertaining to the Fund(s) standard or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinobjective. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundany Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to any Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the "Indemnified Party"meaning of Section 2(a)(3) will of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished in writing to the Adviser or the Trust by the Sub-Adviser.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor Subadviser, any of its affiliates and any of the officers, members partners, employees, consultants, or employees (agents of Subadviser or any of its "Affiliates") will affiliates shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Company Fund, Investment Manager, or any of its affiliated persons (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Fund and Investment Manager Indemnitees") as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company Investment Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise to the extent arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation of this Agreement, or of federal or state statutes or regulations, by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Subadviser Indemnitees") as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless the Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise to the extent arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission concerned the subadviser and was made in reliance upon written information furnished to the Company, Investment Manager or the omission of such information, Fund by the Adviser Indemnitees (as defined below) a Subadviser Indemnitee for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement violation of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literaturethis Agreement, or other materials pertaining to the Fund(s) of federal or state statutes or regulations by Investment Manager or the omission to state therein Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a material fact known to the Adviser waiver of limitation of any rights which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinSubadviser may have under any securities laws. (c) A party seeking After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification hereunder as stated in (the a) or (b) above ("Indemnified Party") of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section ("Indemnifying Party"), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will (i) provide prompt not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Indemnifying Party and such Indemnifying Party is damaged solely as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any Claim proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional termplaintiff, the release by the claimant of all liabilities for Claims against Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or (ii) which otherwise adversely affects the rights liability by reason of the Indemnified Partysuch settlement or judgment.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities lawlaw (whose provisions may not be waived or altered by contract), neither the Adviser nor Sub-Adviser, or any of its officers, members members, employees or employees affiliates (together, its "“Affiliates"”) will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expensesreasonable attorneys fees) incurred or suffered by the Company Portfolio(s), the Trust or the Adviser as a result of any error of judgment judgment, mistake of law, or other action or omission by the Adviser or its Affiliates with respect to each FundSub-Adviser; provided, except however, that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company against Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expensesattorney’s fees) to which any of the Company Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 Investment Company Act, the Advisers Act, Act or under any other statute, or at common law or otherwise otherwise, arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Portfolio(s), or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser, or any of its officer, members , employees or affiliates shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Company will Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of as defined in Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons thereof (as described in Section 15 of the 1933 Securities Act) (collectively, "“Sub-Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expensesattorney’s fees) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 Investment Company Act, the Advisers Act, Act or under any other statute, or at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Portfolio(s), or the omission to state therein a material fact known to the Adviser which that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities for use thereinIndemnitees. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law law, if the losses or otherwise arising claims arise out of or are based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Allocated Portion or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by . The Adviser does not make any warranty that the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) investment performance of the ▇▇▇▇ ▇▇▇) and all controlling persons (Allocated Portion will meet any particular standard, such as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties an index or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, another portfolio managed by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.the

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and in conformance with information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. Notwithstanding the foregoing, the Adviser shall not be liable to the Manager, the Trust or the Portfolio or any affiliate of the Manager, the Trust or the Portfolio or any controlling person of such persons or their respective affiliates for any losses that may be sustained as a result of (1) instructions provided by the Adviser to the Manager, the Portfolio or the Portfolio's custodian or administrator if the recipient had reason to believe in good faith that such instruction was not genuine or authorized, or (2) delays in or the inaccuracy of information provided to the Adviser pursuant to paragraph 2.j. of this Agreement. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder hereunder, (ii) any failure by the Manager to properly notify the Adviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Adviser Indemnitees may be subject or (iii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon and in conformance with information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of Adviser, its officers, members or employees (its "Affiliates") will directors and employers shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager, any shareholder of the Portfolio or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company against Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities lawlaw (whose provisions may not be waived or altered by contract), neither the Sub-Adviser nor any of its officers, members or employees (its "collectively “Sub-Adviser Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expensesreasonable attorneys fees) incurred or suffered by the Company Fund(s), the Trust or the Adviser as a result of any error of judgment judgment, mistake of law, or other action or omission by the Sub-Adviser or its Affiliates with respect to each FundSub-Adviser Affiliates; provided, except however, that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company against Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 Investment Company Act, the Advisers Act, Act or under any other statute, or at common law or otherwise otherwise, arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) ), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), neither the Adviser nor any of its officers, members or employees (collectively, “Adviser Affiliates”) shall be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser or Sub-Adviser Affiliates as a result of any error of judgment, mistake of law, or other action or omission by the Company will Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of as defined in Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons thereof (as described in Section 15 of the 1933 Securities Act) (collectively, "“Sub-Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 Investment Company Act, the Advisers Act, Act or under any other statute, or at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) ), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser which that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities for use thereinIndemnitees. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Adviser in good faith exercise of its powers hereunder by the Adviser or its Affiliates with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Adviser, or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Allocated Portion or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Allocated Portion, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser which Manager that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, by the Adviser Indemnities for use thereinTrust. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each FundPortfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact relating to the Sub-Adviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(sPortfolio(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission Trust by the Sub-Adviser Indemnitees (as defined below) expressly for use therein and provided that the Adviser gave the Sub-Adviser a reasonable advance opportunity to review and comment on all such Portfolio materials that relate to the Sub-Adviser. (b) Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser as a result of such information, any error of judgment or mistake of law by the Adviser Indemnities for use therein. with respect to each Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (cwithin the meaning of Section 2(a)(3) A party seeking indemnification hereunder of the Investment Company Act) and all controlling persons (as described in Section 15 of the "Indemnified Party"1933 Act) will (collectively, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Indemnified PartyPortfolio(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees expressly for use therein and provided that the Adviser gave the Sub-Adviser a reasonable advance opportunity to review and comment on all such Portfolio materials that relate to the Sub-Adviser.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act), directors, officers, members or employees nor anyone who controls the Adviser (or any of its affiliates, directors, officers, members or employees) within the meaning of Section 15 of the Securities Act of 1933, as amended (“1933 Act”) (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Allocated Portion or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. The Adviser and its Affiliates shall not be liable to the Manager or the Trust for any loss suffered as a consequence of any action or inaction of other service providers to the Trust in failing to observe the instructions of the Adviser or its Affiliates, provided such action or inaction of such other service providers to the Trust is not the result of the willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser of its Affiliates in the performance of any of its duties hereunder. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Allocated Portion, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons of the Adviser (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which Manager that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnities for use thereinor its Affiliates. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of Subadviser, its officers, members or directors and employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser, any shareholder of the Portfolio or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Adviser Indemnities Subadviser Indemnitees (as defined below) for use therein. b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Subadviser as a result of any error of judgment or mistake of law by the Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Subadviser, all affiliated persons thereof (within the "Indemnified Party"meaning of Section 2(a)(3) will of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which otherwise adversely affects was required to be stated therein or necessary to make the rights of statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Indemnified PartyAdviser or the Trust by an Subadviser Indemnitee for use therein.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor Subadviser, including any of its affiliates and any of the officers, members partners, employees, consultants, or employees agents thereof and any Subadviser-Delegatee (its "Affiliates"as defined below) will shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Company Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each the Fund or any act or omission by Subadviser in good faith and believed by it to be authorized or within its discretion, rights or powers conferred by this Agreement or in accordance with specific directions or instructions from the Investment Manager or the officers or trustees of the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11 and the Investment Manager has accepted all material (in the opinion of the Subadviser) comments from Subadviser regarding such disclosure; (iii) any violation of federal or state statutes or regulations by Subadviser and (iv) any material breach of the terms of this Agreement by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any negligent act or omission directly attributable to Subadviser which results directly in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission and such action or omission constitutes willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or gross negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to the Company, Investment Manager or the omission of such information, Fund by the Adviser Indemnitees (as defined below) Subadviser for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement violation of a federal or state statutes or regulations by Investment Manager or the Fund, (iv) any material fact contained breach of the terms of this Agreement by Investment Manager, (v) Subadviser acting in accordance with any instruction or direction provided by the Prospectus and SAI, proxy materials, reports, advertisements, sales literatureInvestment Manager or the Board, or (vi) the actions or omissions of any other materials pertaining subadviser to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinFund. (c) A party seeking After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification hereunder as stated in (the "a) or (b) above (“Indemnified Party"”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will (i) provide prompt not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Indemnifying Party and such Indemnifying Party is damaged solely as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any Claim proceeding effected without the its written consent, which consent shall not be unreasonably withheld. (d) Under no circumstances shall any party hereto be liable to another for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the other party. The party providing the indemnification will not consent to the entry possibility of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partysuch damages.

Liability and Indemnification. (a) Except as may otherwise be provided by 5.4.1 Neither the 1940 Act or any other federal securities lawManaging Member, neither the Adviser nor any of its officers, members directors, employees, principals, or employees (its "Affiliates") will Affiliates shall be liable liable, responsible or accountable in damages or otherwise for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or losses suffered by the Company as a result Fund or any of the Members, their respective successors, assignees or transferees or to third parties which arises out of any error action or inaction of judgment by such person, if such person determined that such course of conduct was in the Adviser best interest of the Fund and such action did not constitute negligence or its Affiliates with respect to each Fundmisconduct of such person. Notwithstanding the foregoing, except that nothing in this Agreement will operate or purport to operate shall in any way to exculpate, waive constitute a waiver or limit limitation of any rights that the liability of the Adviser Members may have under federal or its Affiliates for, and the Adviser will state securities laws. 5.4.2 The Fund shall indemnify and hold harmless the Company Managing Member, its officers, directors, employees, principals, and Affiliates (“Managing Member and its Affiliates”), against any and all losses, claimsjudgments, damagesexpenses and amounts paid in settlement of any claims sustained by it in connection with its activities for the Fund provided that the Managing Member and its Affiliates were acting on behalf of or performing services for the Fund and has determined, in good faith, that such course of conduct was in the best interests of the Fund and such liability or loss was not the result of negligence, misconduct, or a breach of this Agreement on the part of the Managing Member. The Managing Member may, in its sole discretion, advance to any person or entity entitled to indemnification hereunder reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action or proceeding which arise out of such conduct (and if the action was initiated by a third party who is not a Member), provided that all such advances will be promptly repaid if it is subsequently determined that the person or entity reserving such advance was not entitled to indemnification hereunder. No indemnification may be made and each indemnified party shall reimburse the Fund to the extent of any indemnification previously made in respect of any claim, issue or matter as to which the indemnified party shall have been adjudged to be liable for gross negligence, bad faith, fraud or willful misconduct in the performance of its duties to the Fund or would not otherwise be entitled to be held harmless under Section 5.4.1 hereof unless, and only to the extent that, the court in which such action or suit was brought determines that in view of all the circumstances of the case, despite the adjudication of liability the indemnified party is fairly and reasonably entitled to indemnity for those expenses which the court deems proper. Any indemnity under this Section 5.4.2 shall be paid from, and only to the extent of, Fund assets, and no Member shall have any personal liability on account thereof. 5.4.3 All rights to indemnification permitted in this Agreement and payment of associated expenses shall not be affected by the termination and dissolution of the Fund or the removal, withdrawal, insolvency, bankruptcy, termination, or dissolution of the Managing Member. 5.4.4 Notwithstanding the above, the Managing Member and its Affiliates and any person acting as broker-dealer for the Fund shall not be indemnified for any losses, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, expenses arising from or under any other statute, or common law or otherwise arising out of an alleged violation of federal or based on state securities laws unless (i) any breach by there has been a successful adjudication on the Adviser merits of an Adviser representation or warranty made hereineach count involving alleged securities law violations as to the particular indemnitee and the court approves the indemnification of such expenses (including, without limitation, litigation costs), (ii) any willful misconductsuch claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves the indemnification of such expenses (including, bad faithwithout limitation, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder litigation costs) or (iii) any untrue statement a court of competent jurisdiction approves a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, claims against a particular indemnitee and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense finds that indemnification of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partyand related costs should be made.

Liability and Indemnification. (a) Except as may otherwise be provided by We agree to indemnify, defend, and hold you, your officers and directors, and any person who controls you within the 1940 Act or any other federal securities law, neither the Adviser nor any meaning of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability Section 15 of the Adviser or its Affiliates forSecurities Act of 1933, as amended (the “1933 Act”), free and the Adviser will indemnify harmless from and hold harmless the Company against any and all losses, claims, damagesdemands, liabilities or litigation liabilities, and expenses (including the cost of investigating or defending such claims, demands, or liabilities and any reasonable legal and other expensescounsel fees incurred in connection therewith) to in which the Company you, your officers, directors, or any such controlling person may become subject incur under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise (i) arising out of or based on (i) upon any material breach by the Adviser us of an Adviser representation or warranty made hereinthis Agreement, (ii) any willful misconduct, bad faith, reckless disregard arising out of or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) based upon any untrue statement of a material fact contained in the then current Prospectus and SAI, proxy materials, reports, advertisements, sales literatureof the Funds, or other any sales or advertising materials pertaining to the Fund(sprovided by us in connection with this Agreement, (iii) arising out of or the based upon any alleged omission to state therein a material fact known to the Adviser which was required to be stated therein in the then current Prospectus of the Funds, or any sales or advertising materials provided by us in connection with this Agreement, or necessary to make the statements therein in the then current Prospectus of the Funds, or any sales or advertising materials provided by us in connection with this Agreement, not misleading. However, if this subsection (a) shall not apply to any claims, demands, liabilities, or expenses that arise out of or are based upon any such untrue statement or omission was made in reliance upon and in conformity with information furnished by or on behalf of you to us, the CompanyFunds, or the omission Funds’ counsel; and further provided, that in no event shall anything contained herein be so construed as to protect you against any liability to us, any Fund or the shareholders of such informationany Fund to which you would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of your duties, or by the Adviser Indemnitees (as defined below) for use thereinreason of your reckless disregard of your obligations under this Agreement or otherwise. (b) Except as may otherwise be provided by You agree to indemnify, defend, and hold us and our officers, directors or partners, the 1940 Act Funds, the Funds’ officers and trustees, and any person who controls us or any other federal securities law, of the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (Funds within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") free and harmless from and against any and all losses, claims, damagesdemands, liabilities or litigation and expenses (including the cost of investigating or defending against such claims, demands or liabilities and any reasonable legal and other expensescounsel fees incurred in connection therewith) to in which we, our officers, directors or partners, the Funds, the Funds’ officers or trustees, or any of the Adviser Indemnitees such controlling person may become subject incur under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation otherwise (including reasonable legal and other expensesi) arising out of or based on (i) upon any material breach by the Adviser you or your affiliates, officers, directors, employees or agents of an Adviser representation or warranty made hereinany provision of this Agreement, (ii) any willful misconduct, bad faith, reckless disregard arising out of or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) based upon any untrue statement of a material fact contained in information furnished by you or your affiliates, officers, directors, employees or agents to us, the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Funds or the omission Funds’ counsel, (iii) arising out of or based upon any failure by you or your affiliates, officers, directors, employees or agents to state therein provide a material fact known in connection with information provided by or on behalf of you, (iv) arising out of any agreement between you or your affiliates, officers, directors, employees or agents and any retail dealer (if applicable), (v) arising out of any sales or advertising material used by you or your affiliates, officers, directors, employees or agents in connection with this Agreement that has not been provided or approved in writing by us (unless the substance of the material was contained in the Funds’ then current Prospectus), (vi) any sale of Shares of a Fund in a jurisdiction where the Fund and/or its Shares were not registered, qualified or authorized for sale as appropriate, (vii) any sale of Shares of a Fund in a jurisdiction where the Dealer is not properly registered as a broker or dealer firm and is not properly exempt from such requirement, (viii) any of your actions relating to the Adviser which was required to be stated therein processing of purchase, redemption or necessary to make exchange orders or the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Companyservicing of shareholder accounts, or (ix) arising out of the omission failure of such informationyou or your affiliates, by the Adviser Indemnities for use thereinofficers, directors, employees or agents to comply with all federal and state laws, rules and regulations and self-regulatory organizations’ rules, regulations and orders in force from time to time. (c) A party seeking indemnification hereunder (This Section 9 shall survive the "Indemnified Party") will (i) provide prompt notice to the other termination of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partythis Agreement.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor Subadviser, any of its affiliates and any of the officers, members partners, employees, consultants, or employees (agents of Subadviser or any of its "Affiliates") will affiliates shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Company Fund, Investment Manager, or any of its affiliated persons (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company Investment Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise to the extent arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by the Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation of this Agreement, or of federal or state statutes or regulations, by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless the Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise to the extent arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission concerned the subadviser and was made in reliance upon written information furnished to the Company, Investment Manager or the omission of such information, Fund by the Adviser Indemnitees (as defined below) a Subadviser Indemnitee for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement violation of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literaturethis Agreement, or other materials pertaining to the Fund(s) of federal or state statutes or regulations by Investment Manager or the omission to state therein Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a material fact known to the Adviser waiver of limitation of any rights which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinSubadviser may have under any securities laws. (c) A party seeking After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification hereunder as stated in (the "a) or (b) above (“Indemnified Party"”) of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section (“Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will (i) provide prompt not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Indemnifying Party and such Indemnifying Party is damaged solely as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any Claim proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional termplaintiff, the release by the claimant of all liabilities for Claims against Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or (ii) which otherwise adversely affects the rights liability by reason of the Indemnified Partysuch settlement or judgment.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Sub-Adviser in good faith exercise of its powers hereunder by the Sub-Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Sub-Adviser, or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon derived from information furnished to the Company, Manager or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) for use therein, which has not been materially altered or changed. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Allocated Portion, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“Sub-Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which Manager that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, by the Adviser Indemnities for use thereinTrust. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder hereunder, (ii) any failure by the Manager to properly notify the Adviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Adviser Indemnities may be subject or (iii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundany Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser's reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Adviser Indemnitees") against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to any Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Indemnified PartySub-Adviser Indemnitees") will against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser. 2) Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms. 3) Each of the Indemnified PartyParties represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment. 4) This Amendment may be executed in one or more counterparts, which together shall constitute one document.

Liability and Indemnification. (a) Except as may otherwise be provided 7.1 To the fullest extent allowed by the 1940 Act or any other federal securities law, neither the Adviser nor any of Producer will indemnify, defend (with counsel approved by NW Natural), hold harmless and reimburse NW Natural and its executives, affiliates, subsidiaries, officers, members or employees (its "Affiliates") will be liable shareholders, directors, agents and employees, successors and assigns from, for any lossesand against claims, claimssuits, costs, damages, losses, penalties, expenses, and liabilities of any kind (collectively, “Damages”), including but not limited to attorneys’ and expert witnesses’ fees and related costs and disbursements, arising out of, in connection with, or litigation (including legal and other expenses) incurred incident to this Agreement, whether or suffered not such Damages are attributable to bodily injury, sickness, disease, death, or injury to or destruction of tangible property, but only to the extent caused by the Company as a result negligence, breach of any error contract or other wrongful acts or omissions of judgment by the Adviser Producer or its Affiliates with respect to each Fund, except that nothing in those persons or entities for whom Producer is liable. Producer’s obligations under this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on Section (i) any breach by the Adviser will not be construed to negate, abridge or reduce other rights or obligations of an Adviser representation indemnity that would otherwise exist as to a person or warranty made herein, entity referenced in this Section and (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining will not be limited to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use thereinDamages arising from third party claims. (b) Except as may otherwise be provided by 7.2 EXCEPT AS INDICATED IN SECTION 6.6, IN NO EVENT WILL EITHER PARTY OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY PUNITIVE, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, OR OTHER SIMILAR DAMAGES TO PERSONS OR PROPERTY, WHETHER SUCH DAMAGES ARE CLAIMED UNDER ANY LEGAL OR EQUITABLE THEORY, UNLESS SUCH DAMAGES ARE THE RESULT OF A PARTY’S WILLFUL MISCONDUCT. 7.3 The provisions in this Article 7 will survive the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning termination of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Investment Adviser or the Corporation as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Corporation, the Investment Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of an a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the CompanyInvestment Adviser or the Corporation, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will Investment Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Sub-Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will Investment Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Sub-Adviser of an a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the CompanyInvestment Adviser or the Corporation, or the omission of such information, by the Sub-Adviser Indemnities for use therein. (c) C. A party seeking indemnification hereunder (the "Indemnified Party") will shall (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will shall have the right at its own expense to participate in the defense of any Claim, but will shall not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will shall not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities lawlaw (whose provisions may not be waived or altered by contract), neither the Adviser nor Sub-Adviser, or any of its officers, members members, employees or employees affiliates (together, its "“Affiliates"”) will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expensesreasonable attorneys fees) incurred or suffered by the Company Portfolio(s), the Trust or the Adviser as a result of any error of judgment judgment, mistake of law, or other action or omission by the Adviser or its Affiliates with respect to each FundSub-Adviser; provided, except however, that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser will shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company against Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expensesattorney’s fees) to which any of the Company Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 Investment Company Act, the Advisers Act, Act or under any other statute, or at common law or otherwise otherwise, arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Portfolio(s), or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser, or any of its officer, members, employees or affiliates shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Company will Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of as defined in Section 2(a)(3) of the ▇▇▇▇ ▇▇▇Investment Company Act) and all controlling persons thereof (as described in Section 15 of the 1933 Securities Act) (collectively, "“Sub-Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expensesattorney’s fees) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 Investment Company Act, the Advisers Act, Act or under any other statute, or at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Portfolio(s), or the omission to state therein a material fact known to the Adviser which that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities for use thereinIndemnitees. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.