Common use of Liability of the Subadviser Clause in Contracts

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall have responsibility not be subject to liability to the Adviser, its officers, directors, agents, employees, controlling persons or shareholders or to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies "Indemnified Parties") from any and related risksall losses, claims, damages, liabilities or litigation (including reasonable legal and other information supplied by expenses) arising from the Subadviser for inclusion thereinSubadviser's providing services under this Agreement or the sale of securities of the Corporation. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar which are caused by Subadviser's disabling conduct; provided, however, that in no case is the Subadviser's indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the Adviser its officers, directors, agents, employees, controlling persons or shareholders or to the Corporation or its shareholders for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from or are based upon acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by the Subadviser or, to the extent such records relate to the portion of the assets managed by the Subadviser, otherwise available to the Subadviser upon reasonable request. The Adviser and Subadviser each agree that the Subadviser shall manage the portion of the assets of a Portfolio allocated to it as such if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) only with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by arising from the Subadviser of this Agreement or conduct of the representations Adviser, the Corporation and warranties made by any other subadviser with respect to the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement portion of a material fact by the Subadviser contained in any Disclosure Document relating Portfolio's assets not allocated to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and with respect to any other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance portfolio of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the TrustCorporation.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, affiliates and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless each of (i) the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, a “Trust Indemnified Party”), and (ii) the Adviser, each affiliated person of the Adviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Adviser Indemnified Party”) (said Trust Indemnified Parties and said Adviser Indemnified Parties hereinafter referred to collectively as the “Indemnified Parties”), against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that: (i) nothing herein shall be deemed to protect any Adviser Indemnified Party against any liability to the Subadviser to which said Adviser Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person related to the services contemplated under this Agreement; and (ii) that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust. (d) The Adviser shall indemnify and hold harmless the Subadviser, each affiliated person of the Subadviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Subadviser within the meaning of Section 15 of the 1933 Act (any said person, a “Subadviser Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser Adviser of this Agreement or of the representations and warranties made by the Subadviser Adviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser Adviser contained in any Disclosure Document relating to the Subadviser Adviser and the SubadviserAdviser’s affiliates, each Fund’s investment strategies and related risks, affiliates and other information supplied by Subadviser Adviser for inclusion therein, or the omission by the Subadviser Adviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the SubadviserAdviser’s performance or non-performance of the SubadviserAdviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Subadviser Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders Adviser to which said Subadviser Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with person related to the Trustservices contemplated under this Agreement.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies "Indemnified Parties") from any liability arising from the Subadviser's conduct under this Agreement. Subadviser hereby indemnifies, defends and related risksprotects Adviser and holds Adviser harmless, from and other information supplied by the Subadviser for inclusion thereinagainst any and all liability arising out of Subadviser's disabling conduct. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved in Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating series and shall comply with subsections (a) and (b) of Section I of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and an all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved in Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating Portfolio and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (a“disabling conduct”) The hereunder on the part of the Subadviser (and its officers, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall have responsibility for the accuracy and completeness (and not be subject to liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each the Adviser, all affiliated person of the Trust persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act, ) and each person who controls the Trust within the meaning of all controlling persons (as described in Section 15 of the 1933 Act Act) (any said personcollectively, an “Indemnified PartyAdviser Indemnitees”) against for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of the Adviser Indemnitees in connection with the matters to which this Agreement relates, (i) except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the Subadviser’s receipt of compensation for services and (ii) provided that nothing in this Agreement shall operate to exculpate, waive or limit the liability of the Subadviser or its Affiliates for, and the Subadviser shall indemnify and hold harmless the Adviser Indemnitees against, any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewithother expenses) to which any said person of the Adviser Indemnitees may become subject under the 1933 Act, the 1934 Act, the 1940 Advisers Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise arising out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliatesperformance under this Agreement contained in a Portfolio’s Prospectus and/or SAI, each Fund’s investment strategies and related risksproxy materials, and other information supplied by Subadviser for inclusion thereinreports, advertisements, or sales literature or the omission by the Subadviser from a Disclosure Document of to state therein such a material fact regarding known to the Subadviser or the Subadviser’s investment program which was required to be stated therein or necessary to make the statements therein not misleading; , if such statement or omission was reasonably made in reliance upon information furnished to the Adviser or the Trust by any Subadviser Indemnitee (ivas defined below) for use therein, which the Subadviser knew to be materially inaccurate. Except as otherwise set forth above, the Adviser agrees to indemnify and hold harmless the Subadviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Act) 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 legal and other expenses) arising from the Subadviser’s performance providing services under this Agreement or non-performance the sale of securities of the Trust. The Subadviser agrees to indemnify and hold harmless the Adviser Indemnitees against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses), to which any of the Adviser Indemnitees may become subject under the 1933 Act, under other statutes, at common law or otherwise, which are caused by Subadviser’s duties hereunderdisabling conduct; provided, however, that nothing herein in this Agreement shall be deemed operate or purport to protect operate in any Indemnified Party who is a Trustee way to exculpate, waive or officer limit the liability of the Trust against Adviser for, and the Adviser shall indemnify and hold harmless the Subadviser Indemnitees against, any liability to the Trust and all losses, claims, damages, liabilities or to the Trust’s shareholders litigation (including reasonable legal and other expenses) to which said Indemnified Party otherwise would be any of the Subadviser Indemnitees may become subject by reason under the 1933 Act, the Act, the Advisers Act, or at common law arising out of or based on (i) willful misfeasance, bad faith, or gross negligencenegligence of the Adviser or its reckless disregard in the performance of its obligations and duties under this Agreement, or reckless disregard (ii) any untrue statement of the duties involved a material fact contained in the conduct of said person’s office with Prospectus and/or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a Portfolio or the Trustomission 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 Subadviser Indemnitees.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved in Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating Portfolio and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies ("Indemnified Parties") from any liability arising from the Subadviser's conduct under this Agreement. Subadviser hereby indemnifies, defends and related risksprotects Adviser and holds Adviser harmless, from and other information supplied by the Subadviser for inclusion thereinagainst any and all liability arising out of Subadviser's disabling conduct. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) which arise out of or are based upon: (i) a material result from any breach by the Subadviser of any representation or warranty set forth in Section 1 of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderAgreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Adviser is hereby expressly put on notice of the duties involved limitation of liability as set forth in the conduct Declaration of said person’s office with Trust of the TrustSubadviser and agrees that the obligations assumed by the Subadviser pursuant to this Agreement will be limited in any case to the Subadviser and its assets and the Adviser shall not seek satisfaction of any such obligations from the shareholders of the Subadviser, the trustees of the Subadviser, officers, employees or agents of the Subadviser, or any of them.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall have responsibility not be subject to liability to the Adviser, its officers, directors, agents, employees, controlling persons or shareholders or to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies "Indemnified Parties") from any and related risksall losses, claims, damages, liabilities or litigation (including reasonable legal and other information supplied by expenses) arising from the Subadviser for inclusion thereinSubadviser's providing services under this Agreement or the sale of securities of the Corporation. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar which are caused by Subadviser's disabling conduct; provided, however, that in no case is the Subadviser's indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the Adviser its officers, directors, agents, employees, controlling persons or shareholders or to the Corporation or its shareholders for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from or are based upon acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by the Subadviser or, to the extent such records relate to the portion of the assets managed by the Subadviser, otherwise available to the Subadviser upon reasonable request. The Adviser and Subadviser each agree that the Subadviser shall manage the portion of the assets of a Portfolio allocated to it as such if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) only with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by arising from the Subadviser of this Agreement or conduct of the representations Adviser, the Corporation and warranties made by any other subadviser with respect to the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement portion of a material fact by the Subadviser contained in any Disclosure Document relating Portfolio's assets not allocated to the Subadviser and with respect to any other portfolio of the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, Corporation. (d) Under no circumstances shall the Adviser or the omission by Subadviser be liable to any indemnitee for indirect, special or consequential damages, even if the Adviser or the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance is apprised of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer likelihood of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trustsuch damages.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies "Indemnified Parties") from any liability arising from the Subadviser's conduct under this Agreement. Subadviser hereby indemnifies, defends and related risksprotects Adviser and holds Adviser harmless, from and other information supplied by the Subadviser for inclusion thereinagainst any and all liability arising out of Subadviser's disabling conduct. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a any wrongful act or material breach of this Agreement by the Subadviser of this Agreement arising from the Subadviser's disabling conduct, or of (ii) any failure by the Subadviser to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of the obligation and duties involved in the conduct of said person’s office with the Trustunder this Agreement.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall have responsibility not be subject to liability to the Adviser, its officers, directors, agents, employees, controlling persons or shareholders or to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the lack thereofSubadviser) of statements in a Fund’s Disclosure Documents relating to (collectively, the Subadviser “Indemnified Parties”) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the Subadviser’s affiliates, providing services under this Agreement or the Fund’s investment strategies and related risks, and other information supplied by sale of securities of the Subadviser for inclusion thereinCorporation. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar which are caused by Subadviser’s disabling conduct; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the Adviser its officers, directors, agents, employees, controlling persons or shareholders or to the Corporation or its shareholders for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from or are based upon acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by the Subadviser or, to the extent such records relate to the portion of the assets managed by the Subadviser, otherwise available to the Subadviser upon reasonable request. The Adviser and Subadviser each agree that the Subadviser shall manage the portion of the assets of a Portfolio allocated to it as such if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) only with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by arising from the Subadviser of this Agreement or conduct of the representations Adviser, the Corporation and warranties made by any other subadviser with respect to the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement portion of a material fact by the Subadviser contained in any Disclosure Document relating Portfolio’s assets not allocated to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and with respect to any other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance portfolio of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the TrustCorporation.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, affiliates and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless each of (i) the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, a “Trust Indemnified Party”), and (ii) the Adviser, each affiliated person of the Adviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Adviser Indemnified Party”) (said Trust Indemnified Parties and said Adviser Indemnified Parties hereinafter referred to collectively as the “Indemnified Parties”), against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that: (i) nothing herein shall be deemed to protect any Adviser Indemnified Party against any liability to the Subadviser to which said Adviser Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person related to the services contemplated under this Agreement; and (ii) that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust. (d) The Adviser shall indemnify and hold harmless the Subadviser, each affiliated person of the Subadviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Subadviser within the meaning of Section 15 of the 1933 Act (any said person, a “Subadviser Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser Adviser of this Agreement or of the representations and warranties made by the Subadviser Adviser herein; or (ii) any Improper Investment; (iii) any untrue statement of a material fact by supplied by, or which is the Subadviser responsibility of, the Adviser contained in any Disclosure Document relating to the Subadviser Adviser and the SubadviserAdviser’s affiliates, each Fund’s investment strategies and related risks, affiliates and other information supplied by Subadviser Adviser for inclusion therein, or the omission by the Subadviser Adviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program Adviser required to be stated therein or necessary to make the statements therein not misleading; , unless such statement or (iv) omission was made in direct reliance upon information furnished to the Adviser by the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Subadviser Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders Adviser to which said Subadviser Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with person related to the Trustservices contemplated under this Agreement.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall have responsibility not be subject to liability to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved in Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by the Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by the Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that the Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating Portfolio and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to the Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to the Subadviser.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the"Indemnified Parties") from any liability arising from the Fund’s investment strategies and related risks, and other information supplied by the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to: (A), a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request; and (B) acts of the Subadviser that were made in reasonable reliance upon information provided to it by the Adviser. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to: (A), a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request; and (B) acts of the Subadviser that were made in reasonable reliance upon information provided to it by the Adviser. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved in Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating Portfolio and shall comply with subsections (a) and (b) of Section I of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a beach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and an all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved in Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating Portfolio and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a beach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and an all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to: (A) a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request; and (B) acts of the Subadviser that were made in reasonable reliance upon information provided to it by the Adviser. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating Portfolio and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved in Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that the Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to the Subadviser.

Liability of the Subadviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (a"disabling conduct") The hereunder on the part of the Subadviser (and its officers, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall have responsibility for the accuracy and completeness (and not be subject to liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each the Adviser, all affiliated person of the Trust persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act, ) and each person who controls the Trust within the meaning of all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of the Adviser Indemnitees in connection with the matters to which this Agreement relates, (i) except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the Subadviser's receipt of compensation for services and (any said personii) provided that nothing in this Agreement shall operate to exculpate, an “Indemnified Party”) against waive or limit the liability of the Subadviser or its Affiliates for, and the Subadviser shall indemnify and hold harmless the Adviser Indemnitees against, any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewithother expenses) to which any said person of the Adviser Indemnitees may become subject under the 1933 Act, the 1934 Act, the 1940 Advisers Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise arising out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates's performance under this Agreement contained in a Portfolio's Prospectus and/or SAI, each Fund’s investment strategies and related risksproxy materials, and other information supplied by Subadviser for inclusion thereinreports, advertisements, or sales literature or the omission by the Subadviser from a Disclosure Document of to state therein such a material fact regarding known to the Subadviser or the Subadviser’s investment program which was required to be stated therein or necessary to make the statements therein not misleading; , if such statement or omission was reasonably made in reliance upon information furnished to the Adviser or the Trust by any Subadviser Indemnitee (ivas defined below) for use therein, which the Subadviser knew to be materially inaccurate. Except as otherwise set forth above, the Adviser agrees to indemnify and hold harmless the Subadviser’s performance or non-performance , all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Act) 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 legal and other expenses) arising from the Subadviser’s duties hereunder's providing services under this Agreement or the sale of securities of the Trust. The Subadviser agrees to indemnify and hold harmless the Adviser Indemnitees against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses), to which any of the Adviser Indemnitees may become subject under the 1933 Act, under other statutes, at common law or otherwise, which are caused by Subadviser's disabling conduct; provided, however, that nothing herein in this Agreement shall be deemed operate or purport to protect operate in any Indemnified Party who is a Trustee way to exculpate, waive or officer limit the liability of the Trust against Adviser for, and the Adviser shall indemnify and hold harmless the Subadviser Indemnitees against, any liability to the Trust and all losses, claims, damages, liabilities or to the Trust’s shareholders litigation (including reasonable legal and other expenses) to which said Indemnified Party otherwise would be any of the Subadviser Indemnitees may become subject by reason under the 1933 Act, the Act, the Advisers Act, or at common law arising out of or based on (i) willful misfeasance, bad faith, or gross negligencenegligence of the Adviser or its reckless disregard in the performance of its obligations and duties under this Agreement, or reckless disregard (ii) any untrue statement of the duties involved a material fact contained in the conduct of said person’s office with Prospectus and/or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to a Portfolio or the Trustomission 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 Subadviser Indemnitees.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, Directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall have responsibility not be subject to liability to the Adviser, its officers, Directors, agents, employees, controlling persons or shareholders or to the Fund or to any shareholder of the Fund for any act or omission in the accuracy and completeness (and liability course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the lack thereofmatters to which this Agreement relates, except to the extent specified in Section 36(b) of statements in the Act concerning loss resulting from a Fund’s Disclosure Documents relating breach of fiduciary duty with respect to the Subadviser and the Subadviser’s affiliatesreceipt of compensation for services. Except for such disabling conduct, the Fund’s investment strategies Adviser shall indemnify the Subadviser (and related risksits officers, Directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) (collectively, the “Indemnified Parties”) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other information supplied by expenses) arising from the Subadviser for inclusion thereinSubadviser’s providing services under this Agreement or the sale of securities of the Fund. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its Directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such Directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar which are caused by Subadviser’s disabling conduct; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the Adviser its officers, Directors, agents, employees, controlling persons or shareholders or to the Fund or its shareholders for (i) any acts of the Adviser or any other subadviser to the Fund with respect to the portion of the assets of the Fund not managed by Subadviser and (ii) acts of the Subadviser which result from or are based upon acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to the Fund, which records are not also maintained by the Subadviser or, to the extent such records relate to the portion of the assets managed by the Subadviser, otherwise available to the Subadviser upon reasonable request. The Adviser and Subadviser each agree that, to the extent the Subadviser is responsible for managing only a portion of the Fund, the Subadviser shall manage the portion of the assets of the Fund allocated to it as such if it was a separate operating Fund and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Fund and qualifications of the Fund as a regulated investment company under the Code) only with respect to the portion of assets of the Fund allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any and all losses, claims, damages, expenses, liabilities or liabilities litigation (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, including reasonable legal and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser expenses) arising from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said personthe Adviser, the Fund and any other subadviser with respect to the portion of the Fund’s office with assets not allocated to the TrustSubadviser.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies "Indemnified Parties") from any liability arising from the Subadviser's conduct under this Agreement. Subadviser hereby indemnifies, defends and related risksprotects Adviser and holds Adviser harmless, from and other information supplied by the Subadviser for inclusion thereinagainst any and all liability arising out of Subadviser's disabling conduct. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a any wrongful act or material breach of this Agreement by the Subadviser of this Agreement arising from the Subadviser's disabling conduct, or of (ii) any failure by the Subadviser to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved in Adviser, the Trust or any shareholder of the Trust for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating series and shall comply with the requirements of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) only with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The Except for damages resulting directly from material breaches of representations and warranties in Section 1 of this Agreement, willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder ("disabling conduct") on the part of the Subadviser, the Subadviser shall have responsibility not be subject to liability to the Adviser, its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or to any shareholder of the Trust or to any third party for any act or omission in the accuracy and completeness (and liability course of, or connected with, rendering services hereunder, including without limitation any error of judgment or mistake of law or for any loss suffered by any of them in connection with the lack thereofmatters to which this Agreement relates, except to the extent specified in Section 36(b) of statements in the Act concerning loss resulting from a Fund’s Disclosure Documents relating breach of fiduciary duty with respect to the Subadviser receipt of compensation for services. Except for such disabling conduct, the Trust and the Adviser shall indemnify and hold harmless the Subadviser’s affiliates, their affiliates and each of their members and managers and each person, if any, who controls the Subadviser within the meaning of Section 15 of the 1933 Act, (collectively, the Fund’s investment strategies "Subadviser Indemnified Parties") against any and related risksall losses, claims, damages, liabilities or litigation (including reasonable legal and other information supplied expenses) incurred by a Subadviser Indemnified Party arising from the Subadviser for inclusion thereinSubadviser's providing services under this Agreement, including under the 1933 Act, under other statutes, at common law or otherwise. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the TrustAdviser, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and their affiliates and each person of their shareholders, directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said personcollectively, an “the "Adviser Indemnified Party”Parties") against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person an Adviser Indemnified Party may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach directly caused by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder's disabling conduct; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or material breaches of representations and warranties in Section 1 of this Agreement, reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of the obligation and duties involved in the conduct of said person’s office with the Trustunder this Agreement.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach which is caused by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder's disabling conduct; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) Under no circumstances shall the duties involved Adviser or the Subadviser be liable to any indemnitee for indirect, special or consequential damages, even if the Adviser or the Subadviser is apprised of the likelihood of such damages. (d) The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The adviser agrees that Subadviser shall manage the assets of the Portfolio(s) in compliance with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the conduct investment objectives, policies and restrictions applicable to a Portfolio and qualifications of said person’s office with a Portfolio as a regulated investment company under the TrustCode).

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall have responsibility not be subject to liability to the Adviser, its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies "Indemnified Parties") from any and related risksall losses, claims, damages, liabilities or litigation (including reasonable legal and other information supplied by expenses) arising from the Subadviser for inclusion thereinSubadviser's providing services under this Agreement or the sale of securities of the Trust. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar which are caused by Subadviser's disabling conduct; provided, however, that in no case is the Subadviser's indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the Adviser its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Adviser and (ii) acts of the Subadviser which result from or are based upon acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by the Subadviser or, to the extent such records relate to the assets managed by the Subadviser, otherwise available to the Subadviser upon reasonable request. The Adviser and Subadviser each agree that the Subadviser shall manage the assets of a Portfolio and shall comply with subsections (a) and (b) of Section 1of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as such a regulated investment company under the Code). The Adviser shall indemnify the Indemnified Parties from any and all losses, claims, damages, expenses, liabilities or liabilities litigation (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, including reasonable legal and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser expenses) arising from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office the Adviser, the Trust and with respect to any other portfolio of the Trust. (d) Under no circumstances shall the Adviser or the Subadviser be liable to any indemnitee for indirect, special or consequential damages, even if the Adviser or the Subadviser is apprised of the likelihood of such damages.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, affiliates and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless each of (i) the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, a “Trust Indemnified Party”), and (ii) the Adviser, each affiliated person of the Adviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Adviser Indemnified Party”) (said Trust Indemnified Parties and said Adviser Indemnified Parties hereinafter referred to collectively as the “Indemnified Parties”), against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non- performance of the Subadviser’s duties hereunder; provided, however, that: (i) nothing herein shall be deemed to protect any Adviser Indemnified Party against any liability to the Subadviser to which said Adviser Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person related to the services contemplated under this Agreement; and (ii) that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust. (d) The Adviser shall indemnify and hold harmless the Subadviser, each affiliated person of the Subadviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Subadviser within the meaning of Section 15 of the 1933 Act (any said person, a “Subadviser Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser Adviser of this Agreement or of the representations and warranties made by the Subadviser Adviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser Adviser contained in any Disclosure Document relating to the Subadviser Adviser and the SubadviserAdviser’s affiliates, each Fund’s investment strategies and related risks, affiliates and other information supplied by Subadviser Adviser for inclusion therein, or the omission by the Subadviser Adviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the SubadviserAdviser’s performance or non-non- performance of the SubadviserAdviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Subadviser Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders Adviser to which said Subadviser Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with person related to the Trustservices contemplated under this Agreement.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, affiliates and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). Notwithstanding the foregoing, the Subadviser shall not be liable to a Fund for any investment or trade error made pursuant to instructions provided by the Adviser. Adviser shall be liable to a Fund for any investment or trade error made pursuant to instructions provided by the Adviser to the Subadviser. (c) The Subadviser shall indemnify and hold harmless each of (i) the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, a “Trust Indemnified Party”), and (ii) the Adviser, each affiliated person of the Adviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Adviser Indemnified Party”) (said Trust Indemnified Parties and said Adviser Indemnified Parties hereinafter referred to collectively as the “Indemnified Parties”), against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that: (i) nothing herein shall be deemed to protect any Adviser Indemnified Party against any liability to the Subadviser to which said Adviser Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person related to the services contemplated under this Agreement; and (ii) that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust. (d) The Adviser shall indemnify and hold harmless the Subadviser, each affiliated person of the Subadviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Subadviser within the meaning of Section 15 of the 1933 Act (any said person, a “Subadviser Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser Adviser of this Agreement or of the representations and warranties made by the Subadviser Adviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser Adviser contained in any Disclosure Document relating to the Subadviser Adviser and the SubadviserAdviser’s affiliates, each Fund’s investment strategies and related risks, affiliates and other information supplied by Subadviser Adviser for inclusion therein, or the omission by the Subadviser Adviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the SubadviserAdviser’s performance or non-performance of the SubadviserAdviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Subadviser Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders Adviser to which said Subadviser Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with person related to the Trustservices contemplated under this Agreement.

Liability of the Subadviser. (a) The In the 10. absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies "Indemnified Parties") from any liability arising from the Subadviser's conduct under this Agreement. Subadviser hereby indemnifies, defends and related risksprotects Adviser and holds Adviser harmless, from and other information supplied by the Subadviser for inclusion thereinagainst any and all liability arising out of Subadviser's disabling conduct. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). indemnify (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) which arise out of or are based upon: (i) a material result from any breach by the Subadviser of any representation or warranty set forth in Section 1 of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderAgreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Adviser is hereby expressly put (d) on notice of the duties involved limitation of liability as set forth in the conduct Declaration of said person’s office with Trust of the TrustSubadviser and agrees that the obligations assumed by the Subadviser pursuant to this Agreement will be limited in any case to the Subadviser and its assets and the Adviser shall not seek satisfaction of any such obligations from the shareholders of the Subadviser, the trustees of the Subadviser, officers, employees or agents of the Subadviser, or any of them.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the TrustFund, each affiliated person of the Trust Fund within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust Fund within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s improper performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust Fund or to the TrustFund’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall have responsibility not be subject to liability to the Adviser, its officers, directors, agents, employees, controlling persons or shareholders or to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the lack thereofSubadviser) of statements in a Fund’s Disclosure Documents relating to (collectively, the Subadviser “Indemnified Parties”) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the Subadviser’s affiliates, providing services under this Agreement or the Fund’s investment strategies and related risks, and other information supplied by sale of securities of the Subadviser for inclusion thereinCorporation. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar which are caused by Subadviser’s disabling conduct; provided, however, that in no case is the Subadviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the Adviser its officers, directors, agents, employees, controlling persons or shareholders or to the Corporation or its shareholders for (i) any acts of the Adviser or any other subadviser to the Fund with respect to the portion of the assets of the Fund not managed by Subadviser and (ii) acts of the Subadviser which result from or are based upon acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to the Fund, which records are not also maintained by the Subadviser or, to the extent such records relate to the portion of the assets managed by the Subadviser, otherwise available to the Subadviser upon reasonable request. The Adviser and Subadviser each agree that the Subadviser shall manage the portion of the assets of the Fund allocated to it as such if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Fund and qualifications of the Fund as a regulated investment company under the Code) only with respect to the portion of assets of the Fund allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any and all losses, claims, damages, expenses, liabilities or liabilities litigation (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, including reasonable legal and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser expenses) arising from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said personthe Adviser, the Corporation and any other subadviser with respect to the portion of the Fund’s office with assets not allocated to the TrustSubadviser.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, affiliates and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). Notwithstanding the foregoing, the Subadviser shall not be liable to a Fund for any investment or trade error made pursuant to instructions provided by the Adviser. Adviser shall be liable to a Fund for any investment or trade error made pursuant to instructions provided by the Adviser to the Subadviser. (c) The Subadviser shall indemnify and hold harmless each of (i) the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, a “Trust Indemnified Party”), and (ii) the Adviser, each affiliated person of the Adviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Adviser Indemnified Party”) (said Trust Indemnified Parties and said Adviser Indemnified Parties hereinafter referred to collectively as the “Indemnified Parties”), against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non- performance of the Subadviser’s duties hereunder; provided, however, that: (i) nothing herein shall be deemed to protect any Adviser Indemnified Party against any liability to the Subadviser to which said Adviser Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person related to the services contemplated under this Agreement; and (ii) that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust. (d) The Adviser shall indemnify and hold harmless the Subadviser, each affiliated person of the Subadviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Subadviser within the meaning of Section 15 of the 1933 Act (any said person, a “Subadviser Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser Adviser of this Agreement or of the representations and warranties made by the Subadviser Adviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser Adviser contained in any Disclosure Document relating to the Subadviser Adviser and the SubadviserAdviser’s affiliates, each Fund’s investment strategies and related risks, affiliates and other information supplied by Subadviser Adviser for inclusion therein, or the omission by the Subadviser Adviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the SubadviserAdviser’s performance or non-non- performance of the SubadviserAdviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Subadviser Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders Adviser to which said Subadviser Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with person related to the Trustservices contemplated under this Agreement.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved in Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating series and shall comply with Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in 5 the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to: (A), a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request; and (B) acts of the Subadviser that were made in reasonable reliance upon information provided to it by the Adviser. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The In the absence of willful --------------------------- misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a beach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and an all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved in Adviser for (i) any acts of the Adviser or any other Subadviser to the Fund with respect to the portion of the assets of a Fund not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other Subadviser to a Fund, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The adviser agrees that Subadviser shall manage the portion of the assets of a Fund allocated to it as if it was a separate operating Fund and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Fund and qualifications of a Fund as a regulated investment company under the Code) with respect to the portion of assets of a Fund allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Fund's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act Act, including Trustees and officers of the Trust (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) (“Losses”) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect Subadviser will not indemnify any Indemnified Party who is a Trustee or officer of the Trust against any liability to Losses resulting from the Trust or to the TrustIndemnified Party’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved and obligations under this Agreement. (d) The Adviser agrees to indemnify and hold harmless the Subadviser, its members, directors, or employees from and against any and all Losses, howsoever arising, from or in connection with this Agreement or the performance by the Subadviser of its duties hereunder; provided however that the Adviser will not indemnify the Subadviser for Losses resulting from the Subadviser’s willful misfeasance, bad faith or gross negligence in the conduct performance of said personits duties or from the Subadviser’s office with reckless disregard of its obligations and duties under this Agreement. (e) With regards to securities lending, the TrustSubadviser shall have no responsibility, and shall incur no liability, for the failure by the custodian to make timely settlement transactions in securities that have been loaned from the Funds by the custodian pursuant to a securities lending program authorized by the Adviser, and Subadviser shall not be liable for any loss resulting from the sale by the Subadviser of assets that are not available for settlement as a result of such securities lending transactions. (f) Neither party shall be liable to the other for any indirect, incidental, consequential or special damages arising out of or related to this Agreement, even if advised of the possibility of such damages.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; provided, that in all cases reasonable advance notice has been provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise directly out of or are based solely upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; or (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies "Indemnified Parties") from any liability arising from the Subadviser's conduct under this Agreement. Subadviser hereby indemnifies, defends and related risksprotects Adviser and holds Adviser harmless, from and other information supplied by the Subadviser for inclusion thereinagainst any and all liability arising out of Subadviser's disabling conduct. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved in Adviser for (i) any acts of the conduct Adviser or any other subadviser to the Portfolio with respect to the portion of said person’s office the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Trust.Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating series and shall comply with subsections (a) and (b) of Section I of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, affiliates and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, affiliates and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust. (d) The Adviser shall indemnify and hold harmless the Subadviser, each affiliated person of the Subadviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Subadviser within the meaning of Section 15 of the 1933 Act (any said person, a “Subadviser Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any untrue statement of a material fact by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates and other information supplied by Adviser for inclusion therein, or the omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser’s performance or non- performance of the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Subadviser Indemnified Party against any liability to the Adviser to which said Subadviser Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person related to the services contemplated under this Agreement.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach which is caused by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder's disabling conduct; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) Under no circumstances shall the duties involved Adviser or the Subadviser be liable to any indemnitee for indirect, special or consequential damages, even if the Adviser or the Subadviser is apprised of the likelihood of such damages. (d) The Subadviser shall not be liable to the Adviser for (i) any acts of the Adviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the assets of the Portfolio(s) in compliance with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the conduct investment objectives, policies and restrictions applicable to a Portfolio and qualifications of said person’s office with a Portfolio as a regulated investment company under the TrustCode).

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies implemented by the Subadviser and related risks, and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies implemented by the Subadviser and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”); provided, however, that the Subadviser shall not be shall not be held liable for losses caused by the Subadviser’s trade execution, or lack thereof, attributable to (a) mistakes or errors of the Adviser in its instruction to the Subadviser regarding the identification of securities or financial instruments; (b) mistakes or errors of the Adviser in its instruction as to the correct amount or percentage of a security or financial instrument; (c) mistakes or errors of the Adviser in its instruction of the type of transaction; or (d) failure by the Advisor to provide instructions to the Subadviser in a timely manner. (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, affiliates and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, affiliates and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust. (d) The Adviser shall indemnify and hold harmless the Subadviser, each affiliated person of the Subadviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Subadviser within the meaning of Section 15 of the 1933 Act (any said person, a “Subadviser Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as said losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any untrue statement of a material fact by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates and other information supplied by Adviser for inclusion therein, or the omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser’s performance or non-performance of the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Subadviser Indemnified Party against any liability to the Adviser to which said Subadviser Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person related to the services contemplated under this Agreement.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements provided by the Subadviser in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, with regard to the Fund’s failure to satisfy Assets managed by the diversification or source of income requirements of Subchapter M of the Code) Subadviser (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). For the avoidance of doubt, Improper Investments exclude investments made in accordance with the Fund Documents and the agreed upon investment guidelines between the Adviser and Subadviser, that may otherwise violate Subchapter M and the diversification requirements of the 1940 Act. (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable external counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) except as otherwise provided in this Agreement, the SubadviserSub-Adviser’s performance or non-performance of the SubadviserSub-Adviser’s duties hereunderhereunder where the Sub-Adviser acted with willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties hereunder in such performance or non-performance; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust. (d) The Adviser shall indemnify and hold harmless the Subadviser, each affiliated person of the Subadviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Subadviser within the meaning of Section 15 of the 1933 Act (any said person, a “Subadvisor Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) as a result of the Adviser’s willful misfeasance, bad faith, negligence, reckless disregard of its duties hereunder or violation of applicable law; provided, however, that nothing herein shall be deemed to protect any Subadvisor Indemnified Party for any liability or expenses which may be sustained as a result of such person’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder.

Liability of the Subadviser. (a) The Except from damages resulting directly from willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder ("disabling conduct") on the part of the Subadviser, the Subadviser shall have responsibility not be subject to liability to the Adviser, its officers, directors, partners, agents, employees, controlling persons, shareholders or to the Trust or to any shareholder of the Trust or to any third party for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies the"Indemnified Parties") from any and related risksall losses, claims, damages, liabilities or litigation (including reasonable legal and other information supplied by expenses) arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the TrustAdviser, each its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated person of with the Trust within the meaning of Section 2(a)(3) of the 1940 ActAdviser, and each person if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which the Adviser, its officers, directors, partners, agents, employees, controlling persons, shareholders and any said other person or entity affiliated with the Adviser may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar which may be directly caused by the Subadviser's disabling conduct; provided, however, that in no case is the Subadviser's indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the Adviser, its officers, directors, agents, employees, controlling persons, shareholders or to the Trust or to any shareholder of the Trust or to any third party for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from or are based upon acts of the Adviser, including, but not limited to: (A), a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request; and (B) acts of the Subadviser that were made in reasonable reliance upon information provided to it by the Adviser. The Adviser and Subadviser each agree that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as such if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by arising from the Subadviser of this Agreement or conduct of the representations Adviser, the Trust and warranties made by any other subadviser with respect to the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement portion of a material fact by the Subadviser contained in any Disclosure Document relating Portfolio's assets not allocated to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and with respect to any other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document portfolio of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser, provided that (1) such investment policies, guidelines, or restrictions do not, and/or did not, cause the Subadviser to violate applicable law or regulation and (2) the Subadviser was provided written notice of, and a reasonable period of time to comply with, such investment policies, guidelines, or restrictions; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). The Subadviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from Subadviser’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder, or from reckless disregard by it of its obligations and duties under this Agreement or from its material breach of this Agreement. (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust. (d) The Adviser shall indemnify and hold harmless the Subadviser, each affiliated person of the Subadviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Subadviser within the meaning of Section 15 of the 1933 Act (any said person, a “Adviser Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; or (ii) except as otherwise provided in this Agreement, Adviser’s performance or non-performance of Adviser’s duties hereunder where the Adviser acted with willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties hereunder in such performance or non-performance.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved in Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating series and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the Fund’s investment strategies implemented by the Subadviser and related risks, and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies implemented by the Subadviser and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust. (d) The Adviser shall indemnify and hold harmless the Subadviser, each affiliated person of the Subadviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Subadviser within the meaning of Section 15 of the 1933 Act (any said person, an “Adviser Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates, each Fund’s investment strategies implemented by the Adviser and related risks, and other information supplied by Adviser for inclusion therein, or the omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser’s performance or non-performance of the Adviser’s duties hereunder.

Liability of the Subadviser. (a) The Subadviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fundthe Company’s Disclosure Documents relating to the Subadviser and the Subadviser’s affiliates, the FundCompany’s investment strategies implemented by the Subadviser and related risks, and other information supplied by the Subadviser for inclusion therein. (b) The Subadviser shall be liable to a Fund the Company for any loss (including transaction costs) incurred by the Fund Company as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Fund’s Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the TrustCompany, each affiliated person of the Trust Company within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust Company within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other U.S. federal or state statutory law or regulation or Cayman Islands law, rule or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Subadviser of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fundthe Company’s investment strategies implemented by the Subadviser and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee Director or officer of the Trust Company against any liability to the Trust Company or to the TrustCompany’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the TrustCompany.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies "Indemnified Parties") from any liability arising from the Subadviser's conduct under this Agreement. Subadviser hereby indemnifies, defends and related risksprotects Adviser and holds Adviser harmless, from and other information supplied by the Subadviser for inclusion thereinagainst any and all liability arising out of Subadviser's disabling conduct. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved in Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating series and shall comply with Section I of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall have responsibility not be subject to liability to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies and related risks, and other information supplied by "Indemnified Parties") from any liability arising from the Subadviser for inclusion thereinSubadviser's conduct under this Agreement. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are which may be based upon: upon (i) a material any wrongful act or breach of this Agreement by the Subadviser, or (ii) any failure by the Subadviser of this Agreement or of to comply with the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement set forth in Section 1 of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderthis Agreement; provided, however, that nothing herein shall be in no case is the Subadviser's indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the duties involved Adviser for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from acts of the Adviser, including, but not limited to: (A) a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by or otherwise available to the Subadviser upon reasonable request; and (B) acts of the Subadviser that were made in reasonable reliance upon information provided to it by the Adviser. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as if it was a separate operating Portfolio and shall comply with subsections (a) and (b) of Section 1 of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any liability arising from the conduct of said person’s office the Adviser and any other subadviser with respect to the Trustportion of a Portfolio's assets not allocated to Subadviser.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall have responsibility not be subject to liability to the Trust or to any shareholder of the Trust for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) (collectively, the (“Indemnified Parties”) from any liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser and arising from the Subadviser’s affiliatesconduct under this Agreement. Subadviser hereby indemnifies, the Funddefends and protects Adviser and holds Adviser harmless, from and against any and all liability arising out of Subadviser’s investment strategies and related risks, and other information supplied by the Subadviser for inclusion thereindisabling conduct. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) which arise out of or are based upon: (i) a material result from any breach by the Subadviser of any representation or warranty set forth in Section 1 of this Agreement or of the representations and warranties made by the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Subadviser contained in any Disclosure Document relating to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance of the Subadviser’s duties hereunderAgreement; provided, however, that nothing herein shall be in no case is the Subadviser’s indemnity in favor of any person deemed to protect any Indemnified Party who is a Trustee or officer of the Trust such other persons against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party such person would otherwise would be subject by reason or reasons of willful misfeasance, bad faith, or gross negligencenegligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Adviser is hereby expressly put on notice of the duties involved limitation of liability as set forth in the conduct Declaration of said person’s office with Trust of the TrustSubadviser and agrees that the obligations assumed by the Subadviser pursuant to this Agreement will be limited in any case to the Subadviser and its assets and the Adviser shall not seek satisfaction of any such obligations from the shareholders of the Subadviser, the trustees of the Subadviser, officers, employees or agents of the Subadviser, or any of them.

Liability of the Subadviser. (a) The In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Subadviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser), the Subadviser shall have responsibility not be subject to liability to the Adviser, its officers, directors, agents, employees, controlling persons or shareholders or to the Corporation or to any shareholder of the Corporation for any act or omission in the accuracy and completeness course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and liability for the lack thereof) of statements in a Fund’s Disclosure Documents relating to the Subadviser its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser’s affiliates) (collectively, the Fund’s investment strategies "Indemnified Parties") from any and related risksall losses, claims, damages, liabilities or litigation (including reasonable legal and other information supplied by expenses) arising from the Subadviser for inclusion thereinSubadviser's providing services under this Agreement or the sale of securities of the Corporation. (b) The Subadviser shall be liable agrees to a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Subadviser in contravention of: (i) any investment policy, guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Subadviser; or (ii) applicable law, including, but not limited to, the 1940 Act and the Code (including, but not limited to, the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as “Improper Investments”). (c) The Subadviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, Adviser and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Indemnified Party”) against any and all losses, claims, damages, expenses, liabilities or liabilities litigation (including the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said the Adviser or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar which may be based upon breach of this Agreement by the Subadviser; provided, however, that in no case is the Subadviser's indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. (c) The Subadviser shall not be liable to the Adviser its officers, directors, agents, employees, controlling persons or shareholders or to the Corporation or its shareholders for (i) any acts of the Adviser or any other subadviser to the Portfolio with respect to the portion of the assets of a Portfolio not managed by Subadviser and (ii) acts of the Subadviser which result from or are based upon acts of the Adviser, including, but not limited to, a failure of the Adviser to provide accurate and current information with respect to any records maintained by Adviser or any other subadviser to a Portfolio, which records are not also maintained by the Subadviser or, to the extent such records relate to the portion of the assets managed by the Subadviser, otherwise available to the Subadviser upon reasonable request. The Adviser agrees that Subadviser shall manage the portion of the assets of a Portfolio allocated to it as such if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section I of this Subadvisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to a Portfolio and qualifications of a Portfolio as a regulated investment company under the Code) only with respect to the portion of assets of a Portfolio allocated to Subadviser. The Adviser shall indemnify the Indemnified Parties from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by arising from the Subadviser of this Agreement or conduct of the representations Adviser, the Corporation and warranties made by any other subadviser with respect to the Subadviser herein; (ii) any Improper Investment; (iii) any untrue statement portion of a material fact by the Subadviser contained in any Disclosure Document relating Portfolio's assets not allocated to the Subadviser and the Subadviser’s affiliates, each Fund’s investment strategies and related risks, and with respect to any other information supplied by Subadviser for inclusion therein, or the omission by the Subadviser from a Disclosure Document of a material fact regarding the Subadviser or the Subadviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Subadviser’s performance or non-performance portfolio of the Subadviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the TrustCorporation.