Common use of Liability Clause in Contracts

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise 10.1 CTK shall have no liability under this MTA except to the extent arising out of a material negligent breach of an obligations hereunder critical for the realization of the purpose of this MTA, or damages arising out of its gross negligence or willful misconduct or gross negligence; however, in case of ordinary negligence, CTK’s liability shall be required limited to foreseeable damages caused by the provisions of this Agreement (including under Section 14)negligent defect or misconduct. 10.2 Notwithstanding any term to the contrary herein, the 1940 Act CTK shall have no responsibility or the rules thereunder liability damages caused by non-compliant or other inappropriate handling, storage, use, processing and/or disposal of Material by Recipient. 10.3 To the extent permitted under applicable law, Recipient shall indemnify, defend and hold harmless CTK and its officers, employees, licensors and agents (the Trust “Indemnitees”) from and the Investment Adviser agree that the Subadviseragainst any liability, damage, loss or expense of any affiliated person kind (including without limitation reasonable attorney fees) incurred by or imposed upon any of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses Indemnitees in connection withwith any claims, any act suits, actions, demands or omission connected with or judgments arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out theory of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserdamage or loss liability relating to Recipient’s obligations under this Agreementhandling, storage, use, processing and/or disposal of Material. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)10.4 IN NO EVENT SHALL CTK BE LIABLE FOR ANY INDIRECT, the 1940 Act or the rules thereunder or other applicable lawINCIDENTAL, the Subadviser agrees that the Trust and the Investment AdviserCONSEQUENTIAL, any affiliated person thereofSPECIAL, and each personEXEMPLARY OR PUNITIVE DAMAGES UNDER THIS MTA, if anyINCLUDING WITHOUT LIMITATION, whoCOST OF COVER, within the meaning of Section 15 of the 1933 ActLOST REVENUES AND PROFITS, controls the Trust or Investment AdviserLOSS OF BUSINESS, shall not be liable forDOWNTIME, or subject to any damagesPROPERTY DAMAGE, expensesLOSS OF GOODWILL OR ANY ECONOMIC DAMAGES OR LOSS OF ANY KIND, or losses in connection withWHETHER FORESEEABLE OR NOT AND WHETHER BASED ON CONTRACT, any act or omission connected with or arising out of any services rendered under this AgreementTORT, except by reason of the Trust’s or Investment Adviser’s willful misfeasanceNEGLIGENCE, bad faithSTRICT LIABILITY OR OTHERWISE, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsEVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, Act controls or is a controlling person (“Controlling Person”) of the Subadviser, Sub-Adviser shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the SubadviserSub-Adviser’s duties, or any breach by reason the Sub-Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this Agreement. Notwithstanding . b. The Sub-Adviser agrees that neither the foregoing, nothing contained in this Agreement Company nor the Fund shall constitute a waiver bear any responsibility or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except to the extent that such damages, expense or loss (i) was as a result of actions taken or failed to be taken by reason the Company or the Adviser, (ii) was as a result of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in of the performance of their duties, Adviser or by reason of any breach or reckless disregard of the Trust’s or Investment Adviser’s obligations and duties to the Fund and its shareholders under the federal securities laws or the Code, (iii) any breach by the Adviser of its obligations or duties under this Agreement or the Advisory Agreement. Notwithstanding the foregoing, nothing ; or (iv) may be based upon any untrue statement or alleged untrue statement of a material fact contained in this Agreement shall constitute the Fund’s Registration Statement, prospectus or statement of additional information, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a waiver material fact required to be stated therein or limitation of rights that necessary to make the Subadviser may have under federal statements therein not misleading, unless such statement or state securities lawsomission was made in reliance upon information furnished by the Sub-Adviser to the Adviser.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act , or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required Exhibitor shall at all times protect, indemnify, save and hold harmless BAC Productions against and from any and all loss, cost, damage, liability or expense arising from, or out of, or by the provisions any reason of this Agreement (including under Section 14)any accident, the 1940 Act or the rules thereunder or other applicable lawoccurrence to anyone, the Trust including but not limited to Exhibitor, its employees, representatives, agents, servants and the Investment Adviser agree that the Subadviserbusiness invitees, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forwhich arises from, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesof, or by reason of reckless disregard said Exhibitor’s occupancy and use of the Subadviser’s obligations and duties under this Agreementshow premises or any part thereof. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall Under no circumstances will BAC Productions be liable for lost profits or any other incidental or consequential damages. EACH Exhibitor MUST OBTAIN SUFFICIENT INSURANCE COVERAGE TO COVER EXHIBIT MATERIALS AGAINST DAMAGE AND LOSS, expensesAND PUBLIC LIABILITY INSURANCE AGAINST INJURY TO THE PERSON OR PROPERTY OF OTHERS. From time to time BAC Productions will engage security guards, but it is understood by the Exhibitor that its property shall remain under the Exhibitor at all times. Should the Exhibitor desire to hire its own security guards, such security guards must be approved in writing by BAC Productions. IF THE PREMISES OR ANY PORTION THEREOF, DURING THE TERM OF THIS CONTRACT, BE DAMAGED BY THE ACT, OMISSION OR NEGLIGENCE OF Exhibitor, ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SERVANTS. Exhibitor SHALL PAY TO BAC PRODUCTIONS UPON DEMAND SUCH SUM AS SHALL BE NECESSARY TO RESTORE SAID SHOW PREMISES TO THEIR PRESENT CONDITION. In the event the show premises or any part thereof are unavailable whether for the entire show or a portion thereof as a result of fire, flood, strikes, riots, acts of God, or losses in connection with any act other cause beyond BAC Productions’ reasonable control, or omission arising out should BAC Productions decide that because of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by such cause it is necessary to cancel, postpone or resite the provisions of this Agreement (including under Section 14)show, or reduce the 1940 Act installation time the show hours, or the rules thereunder or other applicable lawdismantling time, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, BAC Productions shall not be liable for, to indemnify or subject to any damages, expenses, or losses reimburse Exhibitor in connection with, any act or omission connected with or arising out respect of any services rendered under this Agreementdamages or loss, except direct or indirect arising as a result thereof. Refunds in the case of termination shall be made to Exhibitors in the amount based on the original exhibit fee less prorated adjustment based on BAC Productions’ cost incurred from staging the show. If an exhibit fails to arrive, Exhibitor will be, nevertheless responsible for booth rent and no refund shall be made. If the assigned space is not occupied by reason the time set for completion of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard installation of the Trust’s displays, such space may be taken by BAC Productions and reallocated or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver reassigned for such purposes or limitation of rights that the Subadviser uses BAC Productions may have under federal or state securities lawssee fit.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by In the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out absence of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, its duties or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement, Subadviser shall not be liable to Client or The Vantagepoint Funds for honest mistakes of judgment or for action or inaction taken in good faith for a purpose that Subadviser reasonably believes to be in the best interests of the Fund. Notwithstanding the foregoingHowever, nothing contained in neither this provision nor any other provision of this Agreement shall constitute a waiver or limitation of any rights that the Trust which Client or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser The Vantagepoint Funds may have under federal or state securities laws. (b) Client shall indemnify and hold harmless Subadviser against any loss, liability, damages, costs or expenses caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Client in the performance of its duties hereunder; (ii) Client’s violation of applicable law; or (iii) Client’s breach of any term or provision in this Agreement. (c) Subadviser shall indemnify and hold harmless Client against any loss, liability, damages, costs or expenses caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Subadviser in the performance of its duties hereunder; (ii) Subadviser’s violation of applicable law; or (iii) Subadviser’s breach of any term or provision in this Agreement. (d) Subadviser shall indemnify and hold harmless The Vantagepoint Funds against any loss, liability, damages, costs or expenses caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Subadviser in the performance of its duties hereunder; (ii) Subadviser’s violation of applicable law; or (iii) Subadviser’s breach of any term or provision in this Agreement.

Liability. (a) Except as may otherwise The Delaware Trustee shall be required by entitled to all of the provisions of same rights, protections, indemnities and immunities under this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, Declaration and with respect to the Trust and the Investment Adviser agree that shareholders as the Subadviser, board of trustees. No amendment or waiver of any affiliated person provision of this Declaration which adversely affects the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, Delaware Trustee shall be effective against it without its prior written consent. (b) The Delaware Trustee shall not be liable forfor supervising or monitoring the performance and the duties and obligations of any other Person, including, without limitation, the board of trustees or subject the Adviser or the Trust under this Declaration or any related document. The Delaware Trustee shall not be personally liable under any circumstances, except for its own willful misconduct, bad faith or gross negligence. In particular, but not by way of limitation: (i) the Delaware Trustee shall not be personally liable for any error of judgment made in good faith; (ii) no provision of this Declaration shall require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Delaware Trustee shall have reasonable grounds for believing that the payment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (iii) under no circumstances shall the Delaware Trustee be personally liable for any representation, warranty, covenant, agreement or indebtedness of the Trust; (iv) the Delaware Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Declaration or for the due execution hereof by any other party hereto; (v) the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any damagesfact or matter the manner of ascertainment of which is not specifically prescribed herein, expensesthe Delaware Trustee may for all purposes hereof rely on a certificate or resolution, signed by the board of trustees or losses an officer of the Trust as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken or omitted to be taken by it in connection withgood faith in reliance thereon; (vi) in the exercise or administration of the Trust hereunder, the Delaware Trustee (A) may act directly or through agents or attorneys pursuant to agreements entered into with any act of them, and the Delaware Trustee shall not be liable for the default or omission connected misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Trustee in good faith and (B) may consult with counsel, accountants and other skilled persons to be selected by it in good faith and employed by it, and it shall not be liable for anything done, suffered or arising out omitted in good faith by it in accordance with the advice or opinion of any services rendered under this Agreementsuch counsel, except accountants or other skilled persons; (vii) in accepting and performing its express duties hereunder the Delaware Trustee acts solely as Delaware Trustee hereunder and not in its individual capacity, and all persons having any claim against the Delaware Trustee by reason of the Subadviser’s willful misfeasancetransactions contemplated by this Declaration shall look only to the Trust for payment or satisfaction thereof; and (viii) the Delaware Trustee shall incur no liability if, bad faithby reason of any provision of any present or future law or regulation thereunder, or gross negligence in by any force majeure event, including but not limited to natural disaster, act of war or terrorism, or other circumstances beyond its reasonable control, the performance Delaware Trustee shall be prevented or forbidden from doing or performing any act or thing which the terms of the Subadviser’s dutiesthis Declaration provide shall or may be done or performed, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoingany exercise of, nothing contained or failure to exercise, any discretion provided for in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementDeclaration. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. No provision of the Trust Documents will be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that: (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14As provided in Subsection 8.2(1), the 1940 Act or Trustee will not be personally liable for an error of judgment made in good faith by any authorized officer of the rules thereunder or other applicable lawTrustee, the Trust and the Investment Adviser agree unless it is proven that the Subadviser, any affiliated person of Trustee was negligent in ascertaining the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement.pertinent facts; (b) Except The Trustee will not be personally liable with respect to any action taken, permitted or omitted to be taken by it in good faith in accordance with the direction of Holders representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) as may otherwise to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or for exercising any trust or power conferred upon the Trustee, under the Trust Documents; (c) For all purposes of the Trust Documents, unless the Trustee and the Guarantor are the same Person, the Trustee will not be required by deemed to have knowledge of any Guarantor Event of Default or event that, with notice or lapse of time, or both, would become a Guarantor Event of Default, unless an authorized officer of the provisions Trustee has received written notice of the event from the Master Servicer, or an authorized officer of the Trustee has actual knowledge of the event. In the absence of such written notice or actual knowledge, no provision of the Trust Documents requiring the Trustee to take any action or to assume any duty or responsibility following the occurrence of any Guarantor Event of Default or event that, with notice or lapse of time, or both, would become a Guarantor Event of Default, will be effective as to the Trustee; and (d) For purposes of this Agreement (including under Section 14)Article X, references to the 1940 Act or the rules thereunder or other applicable lawTrustee include its directors, the Subadviser agrees that the Trust officers, employees and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsagents.

Liability. (a) Except as may otherwise be required The Parties agree that, to the extent permitted by law: the provisions operation of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person Part 4 of the SubadviserCivil Liability Act 2002 (NSW) is excluded in relation to all and any rights, obligations and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forliabilities under, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason whether such rights, obligations or liabilities are sought to be enforced as a breach of contract, a claim in tort or otherwise; and in accordance with clause 74 [Applicable law and jurisdiction], this clause 50.1 applies to all and any rights, obligations and liabilities under, or in connection with, this Agreement, whether such rights, obligations or liabilities arise in the State of New South Wales or elsewhere in Australia. If the Provider acts as trustee for a trust (the 'Trust') in relation to this Agreement, the Provider warrants to the Department that: the Provider is the only trustee of the Subadviser’s willful misfeasance, bad faithTrust; the Provider has not been removed from, or gross negligence in ceased to act, or resigned or retired from the performance office of trustee of the Subadviser’s dutiesTrust, nor has any decision or action been taken or proposed in respect of the removal, resignation or retirement of the Provider as trustee of the Trust, or by reason of reckless disregard to appoint an additional trustee of the Subadviser’s obligations and duties Trust; the Provider is not in default under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have deed; the Provider has power under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s the Trust deed to enter into and observe the Provider's obligations under this Agreement. (b) Except as may otherwise be required by ; the provisions of Provider has entered in this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that in its capacity as trustee of the Trust and for the Investment Adviser, any affiliated person thereofbenefit of the beneficiaries of the Trust; the Provider has a right, and each personwill at all times have a right, if any, who, within the meaning of Section 15 to be fully indemnified out of the 1933 Actassets of the Trust in respect of the obligations incurred by it under this Agreement; the assets of the Trust are sufficient to satisfy that right of indemnity and all other obligations in respect of which the Provider has a right to be indemnified out of the trust fund; and to the extent that the assets of the Trust are insufficient to satisfy any right of indemnity, controls the Provider holds professional indemnity insurance as required by clause 49 of this Agreement. The Provider indemnifies the Department against any liability or loss arising from, and any expenses (including, without limitation, legal costs and expenses on a full indemnity basis) incurred in connection with the following situations: where a warranty made by the Provider under this clause 51 is found to be incorrect or misleading when made or taken to be made; and/or the Provider ceases to be the trustee of the Trust or Investment Adviser, shall not be liable for, or subject any step is taken to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason appoint another trustee of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (each and “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub-Adviser, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (“the 1933 Act, ”) controls the SubadviserSub-Adviser (each a “Sub- Adviser Controlling Person,” and collectively, “Sub-Adviser Controlling Persons”) shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the SubadviserSub-Adviser’s duties, or any material breach by reason the Sub-Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the “Sub-Adviser Standard of Care”). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained in its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement shall constitute a waiver if the Sub-Adviser is instructed in writing by the Adviser or limitation of rights the Trust to take such action or non-action. The Adviser understands and acknowledges that the Trust Sub-Adviser does not warrant that the portion of the assets of the Fund managed by the Sub-Adviser will achieve any particular rate of return or Investment Adviser may have under federal that its performance will match any benchmark index or state securities lawsother standard or objective. In additionno case shall the Sub-Adviser, Subadviser shall its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Fund not managed by the Sub-Adviser (if any). b. The Sub-Adviser agrees that neither the Trust nor the Fund shall bear any responsibility or shall be subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act , or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by The Adviser shall have no liability to the provisions of this Agreement (including under Section 14)Company, its shareholders, the 1940 Act Manager or the rules thereunder any third party arising out of or other applicable lawrelated to this Agreement, provided however, the Trust Adviser agrees to indemnify and hold harmless, the Investment Adviser agree that the SubadviserManager, any affiliated person within the meaning of Section 2(a)(3) of the SubadviserInvestment Company Act, and each person, if any, who, within the meaning of Section 15 of the 1933 Securities Act, controls the SubadviserManager, shall not be liable foragainst any and all losses, or subject to any claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or losses in connection withsuch affiliated person or controlling person may become subject under the securities or commodities laws, any act other federal or omission connected with state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Company which may be based upon any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesnegligence, or by reason of reckless disregard of of, the SubadviserAdviser’s obligations and and/or duties under this Agreement, relating to its trading activities or information provided to the Manager regarding the Adviser, by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. Notwithstanding the foregoingThe U.S. federal and state securities laws impose liabilities on persons who act in good faith, and therefore, nothing contained in this Agreement is intended to limit the obligations of the Adviser under such laws. Neither the Manager nor the Company shall constitute a waiver have any liability to the Adviser or limitation any third party arising out of rights that or related to this Agreement, provided however, the Trust Manager and the Company agree to indemnify and hold harmless, the Adviser against any and all losses, claims, damages, liabilities or Investment litigation (including reasonable legal and other expenses), to which the Adviser may have become subject under the securities or commodities laws, any other federal or state securities laws. In additionlaw, Subadviser shall be liable for any damagesat common law or otherwise, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserthe Manager’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, Company’s responsibilities to the Subadviser agrees that the Trust and the Investment Adviser, Adviser which may be based upon any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their dutiesnegligence, or by reason of reckless disregard of of, the TrustManager’s or Investment Adviserthe Company’s obligations and and/or duties under this AgreementAgreement by either of the Manager or the Company or by any of their directors, officers, employees, agents, or any affiliate acting on behalf of either. Notwithstanding the foregoing, nothing contained The indemnification in this Agreement Section shall constitute a waiver or limitation survive the termination of rights that the Subadviser may have under federal or state securities lawsthis Agreement.

Liability. (a) Except as may otherwise be required To the fullest extent permitted by the provisions of this Agreement (including under Section 14)law, neither we, the 1940 Act Manager, nor our respective employees, officers, directors, agents, representatives and affiliates, together with their successors and assigns (collectively the will be liable to you or the rules thereunder any of your guests, invitees, licensees or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviseragents, and each personyou, if anyfor yourself and for your guests, whoinvitees, within licensees and agents hereby release the meaning of Section 15 of the 1933 ActReleased Parties from any and all claims, controls the Subadviserlosses, shall not be liable for, or subject to any damagescosts, expenses, personal injury, damage, or losses loss to person or property (including any damage or loss to any personal property left in connection withthe Premises after the Lease has terminated or expired) caused by or associated with theft, burglary, assault or criminal conduct of other persons, vandalism, fire, smoke, rain, flood, water leaks, hail ice, snow, lightning, wind, the presence of moisture or the growth of, or concurrence of, mold or mildew in the Premises or Property, explosion, surges or interruption of utilities, crimes, your personal conflict with your roommates, for any act damage or omission connected inconvenience which may arise through repair or alteration of the Premises or any other cause whatsoever, and you hereby forever relinquish and acquit the Released Parties from any and all liability therefore. The Released Parties have no duty to remove ice, sleet, or snow, but the Released Parties may do so in whole or in part, with or arising without notice to you. We urge you to obtain your own insurance for losses due to such causes. YOU ASSUME FOR YOURSELF AND ALL YOUR GUESTS, INVITEES, LICENSEES AND AGENTS ANY AND ALL RISKS FROM ANY ACCIDENTS IN CONNECTION WITH USE OF THE PREMISES, THE PROPERTY, OR THE PROPERTY'S RECREATIONAL FACILITIES OR OTHER AREAS, IT BEING UNDERSTOOD THAT ALL SUCH AREAS AND FACILITIES ARE GRATUITOUSLY SUPPLIED FOR YOUR USE, AND AT THE USER'S SOLE RISK. To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the Released Parties from and against (i) all fees, fines, suits, claims, demand, liabilities, and actions (including costs and expenses of defending against such claims) resulting or alleged to result from any breach, violation or non-performance of any covenant or condition in this Lease and (ii) all claims, demands, actions, damages, losses, costs, liabilities, expenses and judgments suffered by, recovered from or asserted against any of the Released Parties on account of injury, illness or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of you or any of your agents, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of you or when any such injury or damage is the result, proximately or remotely, of the violation by you or any of you, or any of your agents, guests, licensees or invitees of any law, ordinance or governmental order of any kind or of any of the rules and policies included in this Lease, or when any such injury or damage may in any other way arise from or out of any services rendered under this Agreementthe occupancy or use by you, except by reason your agents, guests, licensees or invitees of the Subadviser’s willful misfeasanceProperty EVEN IF THE SAME IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF THE RELEASED PARTIES, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights it being intended that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out foregoing indemnity extend to and cover the negligence of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementsuch parties. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub- Adviser, its directors, officers, employees, affiliates, agents and controlling persons (each and “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act , or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding The Sub-Advisor is not responsible for supervising the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation Custodian Bank of rights that the Subadviser may have under federal or state securities lawsTrust.

Liability. (a) Except as may otherwise be required by A. Each Party represents and certifies that: 1. It has the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust right and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject necessary corporate authority to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under enter into this Agreement. 2. It has obtained all necessary consents, waivers, and permission to fulfil the purposes contemplated by this Agreement. For the avoidance of doubt, Data Trust Member shall be solely responsible for obtaining all necessary consents and otherwise complying with applicable law in transmitting Tier 0, Tier 1, Tier 2 and Tier 3 Data to the Trustee and to permit the Trustee to perform its obligations pursuant to this Agreement. 3. ANY DERIVED DATA, AGGREGATE DATA, TRUST-OWNED DATA, AND RESEARCH OUTPUTS CREATED UNDER THIS AGREEMENT ARE PROVIDED "AS IS". THE TRUSTEE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE WORK OR PRODUCTS OF WORK CREATED UNDER THIS AGREEMENT, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF NON- INFRINGEMENT, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE DATA GENERATION, RESEARCH OR ANY INVENTION OR PRODUCT. ANY DATA TRUST MEMBER-CONTRIBUTED DATA RESOURCES ARE PROVIDED “AS IS”. THE DATA TRUST MEMBER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF DATA TRUST MEMBER-CONTRIBUTED DATA RESOURCES UNDER THIS AGREEMENT, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE DATA GENERATION, RESEARCH OR ANY INVENTION OR PRODUCT. 4. Each party shall be responsible for its negligent acts or omissions and the negligent acts or omissions of its officers, directors, employees, and affiliates to the extent allowed by law. Except with respect to: (bi) Except as may otherwise be required by the provisions either Party's breach of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviseror (ii) any Party's negligence or willful misconduct, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, no Party shall not be liable forhereunder for consequential, exemplary, or subject to any damages, expenses, punitive damages (including lost profits or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.savings)

Liability. (a) Except as may otherwise 12.1 Sonardyne shall only be required by liable to the provisions Customer in respect of claims notified to Sonardyne in accordance with this Agreement and in particular clauses 6 (Delivery and Shipment) and 7 (Warranty Claims) of these Terms. 12.2 The liability of Sonardyne and Sonardyne Personnel are exclusively as described under clause 4 (Warranties) and clause 7 (Warranty Claims). Otherwise, Sonardyne and Sonardyne Personnel shall have no liability whatsoever towards the Customer for the provision of Products and/or Services under this Agreement, including but not limited to circumstances or events described under Section 14)clause 4.3.2. 12.3 Any liability Sonardyne may have for claims concerning damage to the physical property (excluding the Products) of the Customer or the Customer’s Personnel arising out of or in connection with this Agreement, the 1940 Act or Products and Services, however arising, shall be limited to £2,000,000 (two million pounds sterling) in total, in respect of all claims. 12.4 Without prejudice to the rules thereunder or other limitations on Sonardyne's liability in this Agreement but subject to permissibility under applicable law, the Trust and the Investment Adviser agree that the Subadviser, liability of Sonardyne for any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or claims arising out of or in connection with this Agreement, the Products and the Services, however arising, shall be limited in respect of all claims in aggregate to a sum equal to 100% of the Charges payable (exclusive of VAT) by the Customer for the hire of the relevant Products and/or provision of the relevant Services under this Agreement giving rise to the claim, or £1 million, whichever is the lesser. 12.5 The Customer shall indemnify, defend, hold harmless and release Sonardyne and all Sonardyne Personnel at all times against all claims, demands, costs (including legal costs on a full indemnity basis) expenses, losses and liabilities incurred by Sonardyne and Sonardyne Personnel as a result of Sonardyne providing the Products or Services. 12.6 Sonardyne shall have no liability to the Customer in contract or in tort or otherwise for loss, injury, damage or expense, including, without limitation, loss of earnings, profits or anticipated savings by reason of any services rendered defect in the Products or any service by Sonardyne or if the Products become unusable, however caused, and Sonardyne will not in any event be liable to replace any of the Products so that, in the event that the Products become unusable or are in any way defective then any remedy available to the Customer shall be a fair abatement of the rental payable to Sonardyne subject to the Customer giving immediate notice to Sonardyne of all relevant circumstances. 12.7 Notwithstanding any other provision to the contrary under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement no event shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall Sonardyne be liable for any damagesform of indirect or consequential loss or damage, expenseswhether in contract or in tort or howsoever arising including, but not limited to, loss of revenue or profit; loss of goodwill or damage to reputation; loss of business, production or business opportunity; loss of bargain or anticipated saving; loss of data, or losses in connection with any act for corruption of data or omission arising out information; the cost of detachment, decommissioning and retrieval of any services rendered products or items and the attachment or commissioning of any products or items (except where expressly agreed in writing to be part of the Services); or any costs and liabilities arising from pollution or environmental damage caused directly or indirectly by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act any Products or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsServices.

Liability. (a) Except as may otherwise be required by Notwithstanding anything in this Guaranty to the provisions contrary, Lender shall look for satisfaction of the obligations of a Guarantor under this Guaranty only to the following real and personal property of such Guarantor (the “Available Assets”): (1) the legal and beneficial interests of such Guarantor in any entity that is, at the time of enforcement of this Agreement Guaranty, (i) engaged in the business of holding, constructing, developing or providing property management or overhead services for real estate designed for residential use in the United States and (ii) affiliated in any way with ▇▇▇▇▇▇▇▇ ▇▇▇▇ Residential Company, or any subsidiary thereof or any successor or assign of all or substantially all of the assets thereof; and (2) any receivables due the Guarantors from any entity described in the foregoing item (1). Except for the Available Assets, Lender shall not look to a Guarantor’s tangible or intangible real and personal property (including under Section 14)cash, the 1940 Act cash equivalents, securities, partnership interests, receivable or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out similar intangible personal property) for satisfaction of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling SubadviserGuarantor’s obligations under this AgreementGuaranty. Subject to Section 21(b), Lender may not look to the tangible or intangible proceeds of any assets of a Guarantor, including proceeds of the Available Assets, except as specifically provided in paragraph (2) above. (b) Except as may otherwise be required by Notwithstanding the provisions of this Agreement (including under limitations in Section 1421(a), Lender may look to proceeds of Available Assets realized by a Guarantor (i) after the 1940 Act Aggregate Collateral Value, as reported in the annual Collateral Value Statements prepared for the Guarantors, is less than $80,000,000 or (ii) as a result of a transaction that causes the rules thereunder or other applicable lawAggregate Collateral Value to be less than $80,000,000 As used in this paragraph, the Subadviser agrees that term “Aggregate Collateral Value” means the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 aggregate value of the 1933 Act, controls Available Assets as calculated on the Trust or Investment Adviser, shall not be liable for, or subject basis provided in the notes to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason the Collateral Value Statements of the Trust’s or Investment Adviser’s willful misfeasanceGuarantors dated as of June 30, bad faith2005. However, or gross negligence notwithstanding this Section 21(b), in the performance no event will Lender be entitled to satisfy any obligation of their duties, or by reason of reckless disregard a Guarantor from any of the Trustfollowing assets (collectively, “Excluded Assets”): (i) the personal residences of the Guarantor, (ii) the Guarantor’s or Investment Advisernonbusiness real estate, including rural, vacation and resort property, up to $1,000,000 in value, (iii) the Guarantor’s obligations personal automobiles and duties under this Agreement. Notwithstanding other tangible personal property, including household goods, clothing, silverware, gems, jewelry and works of art, not to exceed $1,500,000 in values, (iv) the foregoing, nothing contained interests listed in this Agreement shall constitute a waiver or limitation Section 21(c) and (v) proceeds of rights that the Subadviser may have under federal or state securities lawsExcluded Assets.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or person with respect to the Fund. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of 1933, as amended (the “1933 Act”), the 1934 Act, the Investment Adviser may have under Advisers Act of 1940, as amended (the “Advisers Act”) or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 10 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In additionThe Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private. The Subadviser shall be liable have no liability for any damages, expenses, the acts or losses in connection with any act or omission arising out omissions of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserparty custodian of a Fund’s obligations under this Agreementassets. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required The Parties agree that, to the extent permitted by law: the provisions operation of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person Part 4 of the SubadviserCivil Liability Act 2002 (NSW) is excluded in relation to all and any rights, obligations and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forliabilities under, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason whether such rights, obligations or liabilities are sought to be enforced as a breach of contract, a claim in tort or otherwise; and in accordance with clause 364 [Applicable law and jurisdiction], this clause 249 applies to all and any rights, obligations and liabilities under, or in connection with, this Agreement, whether such rights, obligations or liabilities arise in the State of New South Wales or elsewhere in Australia. If the Provider acts as trustee for a trust (the 'Trust') in relation to this Agreement, the Provider warrants to the Department that: the Provider is the only trustee of the Subadviser’s willful misfeasance, bad faithTrust; the Provider has not been removed from, or gross negligence in ceased to act, or resigned or retired from the performance office of trustee of the Subadviser’s dutiesTrust, nor has any decision or action been taken or proposed in respect of the removal, resignation or retirement of the Provider as trustee of the Trust, or by reason of reckless disregard to appoint an additional trustee of the Subadviser’s obligations and duties Trust; the Provider is not in default under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have deed; the Provider has power under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s the Trust deed to enter into and observe the Provider's obligations under this Agreement. (b) Except as may otherwise be required by ; the provisions of Provider has entered in this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that in its capacity as trustee of the Trust and for the Investment Adviser, any affiliated person thereofbenefit of the beneficiaries of the Trust; the Provider has a right, and each personwill at all times have a right, if any, who, within the meaning of Section 15 to be fully indemnified out of the 1933 Actassets of the Trust in respect of the obligations incurred by it under this Agreement; the assets of the Trust are sufficient to satisfy that right of indemnity and all other obligations in respect of which the Provider has a right to be indemnified out of the trust fund; and to the extent that the assets of the Trust are insufficient to satisfy any right of indemnity, controls the Provider holds professional indemnity insurance as required by clause 242 of this Agreement. The Provider indemnifies the Department against any liability or loss arising from, and any expenses (including, without limitation, legal costs and expenses on a full indemnity basis) incurred in connection with the following situations: where a warranty made by the Provider under this clause 250 is found to be incorrect or misleading when made or taken to be made; and/or the Provider ceases to be the trustee of the Trust or Investment Adviser, shall not be liable for, or subject any step is taken to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason appoint another trustee of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. 8.1 Sponsor agrees to defend (and subject to the statutory duties of the Texas State Attorney General to defend University, if applicable),indemnify and hold harmless System, University, their Regents, officers, agents and employees from any liability, loss or damage they may suffer as a result of third party claims, demands, costs or judgments against them arising out of the activities to be carried out pursuant to the obligations of this Agreement, including but not limited to the use by Sponsor of the results obtained from the activities performed by University under this Agreement; provided, however, that the following is excluded from Sponsor’s obligation to defend, indemnify and hold harmless: (a) Except as may otherwise be required by the provisions negligent failure of this Agreement (including under Section 14), the 1940 Act or the rules thereunder University to substantially comply with any applicable FDA or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, governmental requirements; or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing [***]Certain confidential information contained in this Agreement shall constitute a waiver or limitation document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of rights that the Trust or Investment Adviser may have under federal or state securities lawsSecurities Act of 1933, as amended. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection Confidential treatment has been requested with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under respect to this Agreementinformation. (b) Except as may otherwise be required the negligence or willful malfeasance of any Regent, officer, agent or employee of University or System 8.2 To the extent authorized by the provisions constitution and laws of the State of Texas, University agrees to defend, indemnify and hold harmless Sponsor, its officers, agents and employees from any liability, loss or damage they may suffer as a result of third party claims, demands, costs or judgments against them arising out of (i) the negligence or willful malfeasance of any Regent, officer, agent or employee of University or System or (ii) breach of this Agreement (including under Section 14)by any Regent, the 1940 Act officer, agent or the rules thereunder employee of University or other applicable lawSystem, the Subadviser agrees provided, however, that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, University shall not be liable for, or subject obligated to hold harmless any damages, expenses, or losses in connection with, any act or omission connected with or Sponsor Indemnitee from claims arising out of any services rendered under this Agreement, except by reason the negligence or willful malfeasance of Sponsor. 8.3 Both parties agree that upon receipt of a notice of claim or action arising out of the Trust’s or Investment Adviser’s willful misfeasanceactivities to be carried out pursuant to the Research Program, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of party receiving such notice will notify the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsother party promptly.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Advisor, the Fund, its shareholders, the Advisor and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable lawAdvisor, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (each an “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys’ fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, the Investment Adviser may have under Company Act of 1940, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this Section 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Advisor, the Fund, or their respective shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, members, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Advisor, the Fund, or their shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable lawAdvisor, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forFund, or their respective shareholders to which it might otherwise be subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Advisor hereby agrees to indemnify and hold harmless the foregoingSub-Advisor, nothing contained in this Agreement shall constitute a waiver its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation liabilities (including reasonable attorneys’ fees and expenses), joint or several, relating to the Trust, the Advisor or the Fund, to which any such Indemnified Party may become subject under the Securities Act of rights that 1933, as amended (the Trust “1933 Act”), the Securities Exchange Act of 1934, the 1940 Act, the Advisers Act, or Investment Adviser may have under other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Advisor or the rules thereunder Fund or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by If the provisions host employs an attorney to enforce any terms of this Agreement (including under Section 14)agreement, collect amounts due, or handle evictions, the 1940 Act renter agrees to be liable for all attorney's fees, court costs, and related expenses. ▇▇▇▇▇▇ agrees the list of Overnighters, Visitors, and Pets provided in this document is the full rental group & they will resrtict visitors, occupants, & Pets to these lists. Renter acknowledges & understands that each & every guest at the house, whether or not listed above, is their responsibility. They are responsible for any property damage, accident, injury, or loss sustained to any person while on the rules thereunder property or in the residence and that The Host does not accept legal or financial responsibility. This responsibility extends also to any risk of injury or other applicable lawloss resulting from a recreational activity andwill hold The Host harmless with respect hereto. ▇▇▇▇▇▇ agrees to indemnify and hold The Host harmless from any claim, the Trust and the Investment Adviser agree that the Subadviserincluding those of third parties, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of or in anyway resulting from the guest's use of the premises or items therein. ▇▇▇▇▇▇ further understands that failing to return the house in the same condition they received it (minus any services rendered under ordinary wear forthe term of their rental) and abide by the terms of this Agreement, except by reason of they are responsible for any additional costs. Should legal action be required to make the Subadviser’s willful misfeasanceProperty Owner whole, bad faithRenter understands they will also be responsible for those costs. Great Rentals, LLC is a booking management agency that strives to offer quality accommodations but makes no guarantee about theaccuracy, quality, safety, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out other feature of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. vacation rental. THE GUESTS AGREE TO HOLD GREAT RENTALS, THEIR ASSOCIATES, AND THE PROPERTY OWNER(S) 100% HARMLESS FOR ANY LOSS, DAMAGE, EXPENSE, PENALTY, OR FINE OF ANY KIND (bINCLUDING WITHOUT LIMITATION ANY PERSONAL INJURIES, DAMAGES TO ANY PERSONAL OR RE AL PROPERTY, OR ANY ECONOMIC LOSS) Except as may otherwise be required by RELATED TO OR ARISING FROM (1) THIS AGREEMENT, (2) THE CONDITION OF THE VACATION RENTAL PREMISES, AND/OR (3) ANY ACTION OR INACTION OF THE OWNER OF THE VACATION RENTAL, GUESTS, GREAT RENTALS LLC, AND/OR ANY THIRD PARTIES, holding Great Rentals LLC, their affiliates, associates, the provisions of this Agreement (including under Section 14Property Owner(s), the 1940 Act or the rules thereunder or other applicable lawand Partners 100% Harmless. BY BOOKING THIS PROPERTY THROUGH A LISTING SITE, GUESTS AGREE TO MAKE ANY CLAIMS ARISING FROM THEIR STAY DIRECTLY WITH THAT LISTING SITE AND THE EXTENT OF THEIR DAMAGES ARE LIMITED TO WHAT, IF ANYTHING, THE LISTING SITE WILL COVER. W ▇▇▇▇ holding Great Rentals LLC, their affiliates, associates, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereofProperty Owner(s), and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsPartners 100% Harmless.

Liability. (a) Except as may Neither the Subadviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or person with respect to the Fund. (b) Neither the Subadviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law and/or for any loss suffered by the Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Subadvisory Agreement relates; provided that no provision of this Subadvisory Agreement shall be deemed to protect the Subadviser against any liability to the Trust, the Fund and/or its shareholders which it might otherwise be required subject by reason of any willful misfeasance, bad faith or gross negligence in the provisions performance of its duties or the reckless disregard of its obligations and duties under this Subadvisory Agreement or otherwise for breach of this Agreement Subadvisory Agreement. (including under Section 14)c) The Trust on behalf of the Fund, the 1940 Act or the rules thereunder or other applicable law, the Trust hereby agrees to indemnify and the Investment Adviser agree that hold harmless the Subadviser, any affiliated person of the Subadviserits directors, officers and employees and agents and each person, if any, whowho controls the Subadviser (collectively, within the meaning "Indemnified Parties") against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Fund, to which any such Indemnified Party may become subject under the Securities Act of Section 15 1933, as amended, the Securities Exchange Act of 1934, the Investment Advisers Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any act, omission, error and/or mistake of any other fiduciary and/or any other person; or (2) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in (a) the Registration Statement, the prospectus or any other filing, (b) any advertisement or sales literature authorized by the Trust for use in the offer and sale of shares of the 1933 ActFund, controls or (c) any application or other document filed in connection with the qualification of the Trust or shares of the Fund under the Blue Sky or securities laws of any jurisdiction, except insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission (i) in a document prepared by the Subadviser, or (ii) made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Subadviser pertaining to or originating with the Subadviser for use in connection with any document referred to in clauses (a), (b) or (c). (d) It is understood, however, that nothing in this paragraph 10 shall not be liable forprotect any Indemnified Party against, or subject entitle any Indemnified Party to, indemnification against any liability to any damagesthe Trust, expensesFund and/or its shareholders to which such Indemnified Party is subject, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of the Subadviser’s its duties, or by reason of any reckless disregard of the Subadviser’s its obligations and duties under this Subadvisory Agreement or any breach of this Subadvisory Agreement. . (e) Notwithstanding any other provision of this Subadvisory Agreement, the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall not be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by loss to the provisions of this Agreement (including under Section 14), the 1940 Act Fund or the rules thereunder Adviser caused directly or indirectly by circumstances beyond the Subadviser's reasonable control including, but not limited to, government restrictions, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, earthquakes, floods or other applicable lawcatastrophes, the Subadviser agrees that the Trust and the Investment Adviseracts of God, any affiliated person thereof, and each person, if any, who, within the meaning wars or failures of Section 15 of the 1933 Act, controls the Trust communication or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawspower supply.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the SubadviserSubadviser (including the Sub-Advisory Affiliates), any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser (including the Sub-Advisory Affiliates) agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions If Mortgagor consists of this Agreement more than one person (including under Section 14each such person, a “Borrower Party”), the 1940 Act or the rules thereunder or other applicable law, the Trust obligations and the Investment Adviser agree liabilities of each such Borrower Party hereunder shall be joint and several. Each Borrower Party hereby acknowledges and agrees that the SubadviserBorrower Parties are jointly and severally liable to Lender for all representations, warranties, covenants, obligations and liabilities of each Borrower Party hereunder. Each Borrower Party hereby further acknowledges and agrees that (a) any affiliated person Event of the SubadviserDefault or any default, or breach of a representation, warranty or covenant by any Borrower Party hereunder or under any Secured Note Document to which Mortgagor is a party is hereby considered a default or breach by each Borrower Party, as applicable, and each person, if any, who, within (b) Lender shall have no obligation to proceed against one Borrower Party before proceeding against the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject other Borrower Parties. Each Borrower Party hereby waives any defense to any damages, expenses, or losses in connection with, any act or omission connected with its obligations under this Security Instrument based upon or arising out of the disability or other defense or cessation of liability of one Borrower Party versus the other. A Borrower Party’s subrogation claim arising from payments to Lender shall constitute a capital investment in the other Borrower Party subordinated to any services rendered under this Agreement, except by reason claims of Lender and equal to a ratable share of the Subadviser’s willful misfeasance, bad faithequity interests in such Borrower Party. (a) Notwithstanding anything appearing to the contrary in this Security Instrument, or gross negligence in the performance Note, the Credit Agreement or any of the Subadviser’s dutiesother Secured Note Documents, or by reason neither Lender nor any other Indemnitee shall be entitled to enforce the liability and obligation of reckless disregard of Mortgagor to pay, perform and observe the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver Security Instrument by any action or limitation proceeding against any member, shareholder, partner, manager, director, officer, agent, affiliate, beneficiary, trustee or employee of rights that the Trust Mortgagor (or Investment Adviser may have under federal any direct or state securities laws. In additionindirect member, Subadviser shall be liable for shareholder, partner or other owner of any damagessuch member, expensesshareholder, partner, manager, director, officer, agent, affiliate or employee of Mortgagor, or losses in connection with any act director, officer, employee, agent, manager or omission arising out trustee of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by of the provisions foregoing); provided, however, for purposes of this Agreement (including under Section 14)clarification, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, foregoing is not intended to exempt any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to Issuer Parties from its obligations and liabilities under any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute Secured Note Documents to which such Issuer Party is a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsparty.

Liability. (a) Except as may otherwise be ELSC shall exercise reasonable care and due diligence in performing the services required by this Agreement. To the provisions of this Agreement extent that ELSC is required to appear in, or is made a defendant in any legal action or other proceeding commenced by a party (other than the Master Servicer, the Trust, the Eligible Lender Trustee or their assignees) with respect to any matter arising hereunder, the Master Servicer shall indemnify and hold ELSC and its officers, directors, employees and agents harmless from all loss, liability and expense (including under Section 14)reasonable attorney’s fees) except for any loss, liability or expense arising out of or relating to ELSC’s acts or omissions with regard to the 1940 Act or performance of services hereunder. (b) ELSC shall indemnify and hold the rules thereunder or other applicable lawMaster Servicer, the Trust (and its assigns including the Indenture Trustee, and the Investment Adviser agree Noteholders) and the Eligible Lender Trustee and their respective officers, directors, employees and agents harmless from all loss, liability and expense (including reasonable attorney’s fees) arising out of or relating to ELSC’s acts or omissions with regard to the performance of services hereunder; provided, however, that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, ELSC shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, such services except for its negligence or by reason of reckless disregard of the Subadviser’s obligations misconduct and duties under this Agreement. Notwithstanding the foregoing, nothing contained provided further that in this Agreement no event shall constitute a waiver ELSC be responsible or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection consequential damages with respect to any act or omission matter whatsoever arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bc) Either party shall have the right to mitigate its liability under this Agreement by taking such actions as may be appropriate, including but not limited to reperformance. (d) Except as to Student Loans originated by ELSC, (i) ELSC does not assume, and acceptance for servicing shall not result in, any responsibility for the correctness or completeness of Student Loan-related papers or electronic files transmitted to ELSC as a part of or in conjunction with the commitment of any Student Loans to ELSC for servicing under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc., and (ii) ELSC shall not be responsible for any procedural errors or omissions (including due diligence violations) which may otherwise have occurred prior to initiation of servicing of a Student Loan by ELSC under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc. ELSC shall not be required responsible for any inaccurate information that would invalidate the guarantee of a Financed Student Loan contained in any Financed Student Loan application, Loan Verification Certificate or related documentation forwarded by the provisions of this Agreement Master Servicer to ELSC. (including under Section 14), e) If a Financed Student Loan is denied the 1940 Act guarantee by a Guarantor or the rules thereunder loss of federal interest, special allowance, and/or insurance benefits due to a breach by ELSC of its obligations under this Agreement, ELSC shall have the right to take any action not prohibited by law or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each personregulation to reduce its losses, if any, whohereunder, including but not limited to curing, at its own expense (to the extent such expenses exceed ELSC standard servicing fee), any origination, due diligence or other servicing violation under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc. If any lost guarantee is not reinstated within the meaning of Section 15 twelve (12) months of the 1933 Actdate ELSC learns of the loss of the guarantee on a Financed Student Loan, controls ELSC shall take actions which make the Trust or Investment AdviserLender whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, ELSC may delay taking such actions by obtaining the written consent of the Master Servicer not less often than each ninety (90) days that ELSC has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. During such delay, ELSC agrees to pay any accrued interest on the Financed Student Loans that may be uninsured. (f) The Master Servicer shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered enforce its rights under this Agreement, except by reason Section 10 on behalf of the Trust. The parties hereby agree that the Indenture Trustee or the Trust, for the benefit of the Noteholders, may enforce the Master Servicer’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence rights under this Section 10 in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights event that the Subadviser may have under federal or state securities lawsMaster Servicer shall fail to enforce such rights.

Liability. (a) Except as may otherwise The Collateral Agent shall not have, by reason hereof or pursuant to any Transaction Documents, a fiduciary relationship in respect of any Purchaser. Neither the Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to any Purchaser for any action taken or omitted to be required by the provisions of this Agreement (including under Section 14), the 1940 Act taken in connection hereof or the rules thereunder or other applicable law, Transaction Documents except to the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviserextent caused by its own willful misconduct, and each personPurchaser agrees to defend, if anyprotect, whoindemnify and hold harmless the Collateral Agent and all of its officers, within directors, employees and agents (collectively, the meaning of Section 15 of the 1933 Act"Collateral Agent Indemnitees") from and against any losses, controls the Subadviser, shall not be liable for, or subject to any damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or losses in connection withconsequential, any act arising from or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with the performance by such Collateral Agent Indemnitee of the duties and obligations of the Collateral Agent pursuant hereto or any act or omission arising out of any services rendered the Transaction Documents except to the extent caused by third parties that Subadviser hires its own willful misconduct, including without limitation, in connection with fulfilling Subadviser’s obligations under this Agreement. the collection of such indemnification from the Purchasers, up to such Purchaser's Pro Rata Indemnification Amount (bas defined below). In the event a Purchaser does not indemnify the Collateral Agent within five (5) Except as may otherwise be required by Business Days of a ruling a court of competent jurisdiction to so indemnify the provisions of this Agreement (including under Section 14)Collateral Agent, the 1940 Act or Collateral Agent shall be entitled to get indemnification from the rules thereunder or other applicable lawPurchasers for such unpaid indemnification amount up to such other Purchasers' respective pro rata portion of such unpaid indemnification calculated by multiplying (i) the aggregate dollar amount of such unpaid indemnification to the Collateral Agent, by (ii) the fraction, the Subadviser agrees numerator of which is the sum of the aggregate principal amount of the Notes held by such Purchaser and the denominator of which is the sum of the aggregate principal amount of the Notes then outstanding excluding the aggregate principal amount of the Note held by any unpaying Purchaser. Each Purchaser may seek indemnification from other Purchasers to the extent it indemnified the Collateral Agent pursuant to this Section 4(b) in excess of such Purchaser's pro rata portion of the Notes that are then outstanding calculated by multiplying (i) the aggregate dollar amount of such indemnification to the Collateral Agent, by (ii) the fraction, the numerator of which is the sum of the aggregate principal amount of the Notes held by such Purchaser and the denominator of which is the sum of the aggregate principal amount of the Notes then outstanding (such fraction with respect to each holder is referred to as its "Indemnification Allocation Percentage," and such amount with respect to each holder is referred to as its "Pro Rata Indemnification Amount"); provided, however, that in the event that any holder's Pro Rata Indemnification Amount exceeds the outstanding principal amount of such holder's Note, then such excess Pro Rata Indemnification Amount shall be allocated amongst the remaining holders of Notes in accordance with the foregoing formula. In the event that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out initial holder of any services rendered under this AgreementNotes shall sell or otherwise transfer any of such holder's Notes, except by reason the transferee shall be allocated a pro rata portion of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations such holder's Indemnification Allocation Percentage and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsPro Rata Indemnification Amount.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub-Adviser, and controlling persons thereof (each persona “Sub- Adviser Controlling Person,” and collectively, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, “Sub-Adviser Controlling Persons”) shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the SubadviserSub-Adviser’s duties, or any material breach by reason the Sub-Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the “Sub-Adviser Standard of Care”). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Portfolio to take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion of the assets of the Portfolio managed by the Sub-Adviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Portfolio not managed by the Sub-Adviser (if any), and all representations and covenants of the Sub-Adviser in this Agreement shall constitute a waiver be deemed to apply only to the portion of the assets of the Portfolio managed by the Sub-Adviser. b. The Sub-Adviser agrees that neither the Portfolio nor the Fund shall bear any responsibility or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by The Adviser shall have no liability to the provisions of this Agreement (including under Section 14)Trust, its shareholders, the 1940 Act Manager or the rules thereunder any third party arising out of or other applicable lawrelated to this Agreement, provided however, the Trust Adviser agrees to indemnify and hold harmless, the Investment Adviser agree that the SubadviserManager, any affiliated person within the meaning of Section 2(a)(3) of the SubadviserInvestment Company Act, and each person, if any, who, within the meaning of Section 15 of the 1933 Securities Act, controls the SubadviserManager, shall not be liable foragainst any and all losses, or subject to any claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or losses in connection withsuch affiliated person or controlling person may become subject under the securities laws, any act other federal or omission connected with state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesnegligence, or by reason of reckless disregard of of, the SubadviserAdviser’s obligations and and/or duties under this Agreement, relating to its trading activities or information provided to the Manager regarding the Adviser, by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. Notwithstanding the foregoingThe U.S. federal and state securities laws impose liabilities on persons who act in good faith, and therefore, nothing contained in this Agreement shall constitute a waiver or limitation is intended to limit the obligations of rights that the Adviser under such laws. Neither the Manager nor the Trust shall have any liability to the Adviser or Investment any third party arising out of or related to this Agreement, provided however, the Manager and the Trust agree to indemnify and hold harmless, the Adviser against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser may have become subject under the securities or commodities laws, any other federal or state securities laws. In additionlaw, Subadviser shall be liable for any damagesat common law or otherwise, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserthe Manager’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s responsibilities to the Adviser which may be based upon any willful misfeasance, bad faith, or gross negligence in the performance of their dutiesnegligence, or by reason of reckless disregard of of, the Manager’s or the Trust’s or Investment Adviser’s obligations and and/or duties under this AgreementAgreement by either of the Manager or the Trust or by any of their directors, officers, employees, agents, or any affiliate acting on behalf of either. Notwithstanding the foregoing, nothing contained The indemnification in this Agreement Section shall constitute a waiver or limitation survive the termination of rights that the Subadviser may have under federal or state securities lawsthis Agreement.

Liability. Tenant specifically agrees to look solely to Landlord’s (aor its successors’) Except as may otherwise interest in the Building (including rental income and insurance/condemnation proceeds) for the recovery of any judgment (or other judicial decree) from Landlord. Landlord (or if Landlord is a limited liability company, its members, or if Landlord is a corporation, its directors, officers or any successors in interest) shall never be required personally liable for any such judgment. In no event shall Landlord be liable under this Lease for any consequential or punitive damages except to the extent caused by the provisions gross negligence or willful misconduct of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust Landlord. This exculpation of liability to be absolute and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall without exception whatsoever. Landlord will not be liable forto Tenant or any Tenant Party, or subject to any damagesother person whomsoever, for any damage to property on or about the Premises belonging to Tenant or any other person, due to any cause whatsoever, unless caused by the gross negligence or willful or intentional misconduct of Landlord. Tenant hereby covenants and agrees that it will at all times indemnify, defend (with counsel reasonably approved by Landlord) and hold safe and harmless Landlord (including, without limitation, its trustees and beneficiaries if Landlord is a trust), and the Landlord Parties from any loss, liability, claims, suits, costs, expenses, including without limitation reasonable attorney’s fees and damages, both real and alleged, incurred by Landlord or losses in connection with, any act or omission connected with or a Landlord Party arising out of or resulting from the negligence or misconduct of Tenant, a breach by Tenant of any services rendered under provision of this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faithLease, or gross negligence the conduct by Tenant of its business in the performance of Building. Landlord hereby covenants and agrees that it will at all times indemnify, defend (with counsel reasonably approved by Tenant) and hold safe and harmless Tenant, and the Subadviser’s dutiesTenant Parties from any loss, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoingliability, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In additionclaims, Subadviser shall be liable for any damagessuits, costs, expenses, including without limitation reasonable attorney’s fees and damages, both real and alleged, incurred by Tenant or losses in connection with any act or omission a Tenant Party arising out of or resulting from the operation by Landlord of the Building, the negligence or misconduct of Landlord, or a breach by Landlord of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions provision of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsLease.

Liability. (a) Except as may otherwise be required by The Adviser shall have no liability to the provisions of this Agreement (including under Section 14)Trust, its shareholders, the 1940 Act Manager or the rules thereunder any third party arising out of or other applicable lawrelated to this Agreement, provided however, the Trust Adviser agrees to indemnify and hold harmless, the Investment Adviser agree that the SubadviserManager, any affiliated person within the meaning of Section 2(a)(3) of the SubadviserInvestment Company Act, and each person, if any, who, within the meaning of Section 15 of the 1933 Securities Act, controls the SubadviserManager, shall not be liable foragainst any and all losses, or subject to any claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or losses in connection withsuch affiliated person or controlling person may become subject under the securities or commodities laws, any act other federal or omission connected with state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesnegligence, or by reason of reckless disregard of of, the SubadviserAdviser’s obligations and and/or duties under this Agreement, relating to its trading activities or information provided to the Manager regarding the Adviser, by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. Notwithstanding the foregoingThe U.S. federal and state securities laws impose liabilities on persons who act in good faith, and therefore, nothing contained in this Agreement shall constitute a waiver or limitation is intended to limit the obligations of rights that the Adviser under such laws. Neither the Manager nor the Trust shall have any liability to the Adviser or Investment any third party arising out of or related to this Agreement, provided however, the Manager and the Trust agree to indemnify and hold harmless, the Adviser against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser may have become subject under the securities or commodities laws, any other federal or state securities laws. In additionlaw, Subadviser shall be liable for any damagesat common law or otherwise, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserthe Manager’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s responsibilities to the Adviser which may be based upon any willful misfeasance, bad faith, or gross negligence in the performance of their dutiesnegligence, or by reason of reckless disregard of of, the Manager’s or the Trust’s or Investment Adviser’s obligations and and/or duties under this AgreementAgreement by either of the Manager or the Trust or by any of their directors, officers, employees, agents, or any affiliate acting on behalf of either. Notwithstanding the foregoing, nothing contained The indemnification in this Agreement Section shall constitute a waiver or limitation survive the termination of rights that the Subadviser may have under federal or state securities lawsthis Agreement.

Liability. a. Of BII Always subject Section 7.4, in consideration of the aspects set forth in Section 7.1, BII shall only be liable for any losses, damages, costs or expenses including, without limitation, reasonable attorneys’ fees of any nature (a“Losses”) Except as may otherwise be required incurred or suffered by XENCOR or its Affiliated Companies or any third party (including but not limited to Business Partners) to the provisions extent such Losses are arising from either (i) BII’s non-compliance with the warranties given under Sections 6.1 and 6.3 of this Agreement Agreement, or (including ii) gross negligence or willful acts or omissions of BII or its Affiliated Companies in performing its obligations under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, this Agreement. BII shall not be liable forto XENCOR or be obligated to indemnify XENCOR or its Representatives under Section 7.3 for any Losses incurred or suffered by XENCOR, its Affiliated Companies or subject to by any damagesthird party, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered dispute or other claims or proceedings made by or brought against XENCOR and/or its Affiliated Companies with respect to XENCOR’s use of any results of the Project, the Deliverables (including but not limited to the Product, if any), the Process, the BII Technology and/or the BII Confidential Information and Know-How, obtained (including but not limited to the use under a license that may be granted under this Agreement) under this Agreement including, without limitation, product liability claims, except to the extent such Losses are caused by the gross negligence or wilful acts or omissions of BII or its Affiliated Companies in performing its obligations under this Agreement, except by reason of the Subadviser’s willful misfeasancenor shall BII be responsible in any way for dealing with any such disputes, bad faithclaims or proceedings. b. Of XENCOR Always subject to Section 7.4, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser XENCOR shall be liable for any damagesLosses incurred or suffered by BII, expensesits Affiliated Companies or by any third party arising from either (i) XENCOR’s non-compliance with the warranties given under Sections 6.1 and/or 6.2 of this Agreement, or losses (ii) BII’s or XENCOR’s use of XENCOR Confidential Information and Know-How, the Material, the XENCOR Intellectual Property and/or the XENCOR Technology in connection accordance with this Agreement, or (iii) XENCOR’s use of the Deliverables (including but not limited to the Product, if any), or (iv) XENCOR’ s use of the Process, the BII Technology, the BII Confidential Information and Know-How, and/or any act other results of the Project or omission this Agreement, not in accordance with this Agreement. XENCOR shall not be liable to BII or its Affiliated Companies or be ob1igated to indemnify BII or its Representatives under Section 7.3 for any Losses incurred or suffered by BII or its Affiliated Companies or any third party arising out of any services rendered dispute or other claims or proceedings made by third parties that Subadviser hires or brought against BII or its Affiliated Companies with respect to BII’s use of the BII Confidential Information and Know-How, the Material, the XENCOR Intellectual Property, and/or the XENCOR Technology or BII’s use of the license granted to BII under Section 8.2.5.a outside the scope of this Agreement, in connection with fulfilling Subadviser’s each case except to the extent such liability is caused by the gross negligence or wilful acts or omissions of XENCOR, or its Affiliated Companies in performing its obligations under this Agreement, nor shall XENCOR be responsible in any way for dealing with any such disputes, claims or proceedings. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by The Adviser, including its officers, directors, employees and agents shall have no liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act its shareholders or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or third party arising out of any services rendered under or related to this Agreement, except by reason provided however, the Adviser agrees to indemnify and hold harmless, the Manager, its officers, directors, employees and agents (each such person, a “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and related expenses) (“Losses”), to which a Manager Indemnified Persons may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the SubadviserAdviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or gross negligence in reckless disregard of, the performance Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the SubadviserAdviser, provided, however that the Manager’s dutiesobligation under this paragraph 9 shall be reduced to the extent that the Losses experienced by a Manager Indemnified Person are caused by or are otherwise directly related to a Manager Indemnified Person’s own willful misfeasance, bad faith, gross negligence, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Manager, including its officers, directors, employees and agents shall have no liability to the foregoingAdviser, nothing contained in its shareholders or any third party arising out of or related to this Agreement shall constitute a waiver or limitation of rights that Agreement, provided however, the Trust or Investment Manager agrees to indemnify and hold harmless, the Adviser, its officers, directors, employees and agents (each such person, an “Adviser Indemnified Persons”) against any and all Losses, to which an Adviser Indemnified Persons may have become subject under the securities laws, any other federal or state securities laws. In additionlaw, Subadviser shall be liable for any damagesat common law or otherwise, expenses, or losses in connection with any act or omission arising out of the Manager’s responsibilities to the Trust, its shareholders or any services rendered by third parties party, provided, however that Subadviser hires in connection with fulfilling Subadviserthe Manager’s obligations obligation under this Agreement. (b) Except as may otherwise paragraph 9 shall be required by reduced to the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees extent that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust Losses experienced by an Adviser Indemnified Person are caused by or Investment Adviser, shall not be liable for, or subject are otherwise directly related to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trustan Adviser Indemnified Person’s or Investment Adviser’s own willful misfeasance, bad faith, or gross negligence in the performance of their dutiesnegligence, or by reason of reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding Without limiting the generality of the foregoing, nothing contained neither the Adviser nor the Manager will be liable for any indirect, special, incidental or consequential damage. The indemnification in this Agreement Section shall constitute a waiver or limitation survive the termination of rights that the Subadviser may have under federal or state securities lawsthis Agreement.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement, but only to the same extent the Subadviser itself would be liable under this Agreement if it had itself performed the services for which it hired the third parties. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws. (c) The Subadviser does not guarantee the future performance of the Segment of the Fund or any specific level of performance or the success of any investment decision or strategy that the Subadviser may employ. The Investment Adviser and the Trust understand that investment decisions made for the Segment are subject to various market, currency, economic, political or business risks, and that those investment decisions will not always be profitable. (d) In no event will the Subadviser have any responsibility for any other fund of the Trust, for any portion of the Fund not managed by the Subadviser or for the acts or omissions of any other subadviser to the Trust or the Fund. In particular, in the event the Subadviser shall manage only a segment of the Fund, the Subadviser shall have no responsibility for the Fund being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment of the Fund are such that the Segment of the Fund would not be in violation or would not fail to so qualify if the Segment of the Fund were deemed a separate series of the Trust or a separate regulated investment company under the Code, unless such violation was due to Subadviser’s act or omission in complying with written guidelines adopted by the Board or the Investment Adviser and provided in writing to the Subadviser, including the Trust Procedures. (e) Notwithstanding anything in this Agreement to the contrary, to the extent permitted by law each party waives all rights to claim punitive or consequential damages. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that Trust or the Investment Adviser may have under any such laws.

Liability. (a) Except as may otherwise be required by A. Notwithstanding anything to the provisions contrary provided in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Agreement Lease by Lessor, that (including under Section 14)i) there shall be absolutely no personal liability on the part of Lessor, the 1940 Act its successors or the rules thereunder or other applicable law, the Trust assigns and the Investment Adviser agree that the Subadvisertrustees, members, partners, shareholders, officers, directors, employees and agents of Lessor and its successors or assigns, to Lessee with respect to any affiliated person of the Subadviserterms, covenants and conditions of this Lease, (ii) Lessee waives all claims, demands and causes of action against the trustees, members, partners, shareholders, officers, directors, employees and agents of Lessor and its successors or assigns in the event of any breach by Lessor of any of the terms, covenants and conditions of this Lease to be performed by Lessor, and (iii) Lessee shall look solely to the Properties for the satisfaction of each person, if any, who, within and every remedy of Lessee in the meaning event of Section 15 any breach by Lessor of any of the 1933 Actterms, controls the Subadviser, shall not covenants and conditions of this Lease to be liable forperformed by Lessor, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses other matter in connection with this Lease or the Properties, such exculpation of liability to be absolute and without any act or omission arising out exception whatsoever. B. Notwithstanding anything to the contrary provided in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Lessee, that (i) there shall be absolutely no personal liability on the part of any services rendered by third parties that Subadviser hires in connection members, partners, shareholders, officers, directors and employees of Lessee to Lessor with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by respect to any of the provisions terms, covenants and conditions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereofLease, and each person(ii) Lessor waives all claims, if anydemands and causes of action against the members, whopartners, within shareholders, officers, directors and employees of Lessee in the meaning event of Section 15 any breach by Lessee of any of the 1933 Actterms, controls the Trust or Investment Advisercovenants and conditions of this Lease to be performed by Lessee, shall not such exculpation of liability to be liable for, or subject to absolute and without any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsexception whatsoever.

Liability. (a) Except as may otherwise Tenant agrees to indemnify and save Landlord harmless against any and all claims, demands, damages, costs and expenses, including reasonable attorney's fees for the defense thereof, arising from the conduct or management of the business conducted by Tenant in the Premises or from any breach or default on the part of Tenant in the performances of any covenant or agreement on the part of Tenant to be required by performed pursuant to the provisions terms of this Agreement (including Lease, or from any act or negligence of Tenant, its agents, contractors, servants, employees, subleases, concessionaires, licenses or invitees, or any other person entering upon the Premises under Section 14)express or implied invitation of Tenant. In case of any action or proceeding brought against Landlord by reason of any such claim upon notice from Landlord, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person Tenant covenants to defend such action of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, proceeding by counsel satisfactory to Landlord. Landlord shall not be liable forand Tenant waives all claims for damage to person or property sustained by Tenant or Tenant's agents, contractors, servants, employees, subleases, concessionaires licensees or invitees resulting from the Building or the Premises or any equipment or appurtenances thereunto appertaining becoming out of repair, or subject to resulting from any damagesaccident in or about the Premises, expenses, the Project or losses in connection with, resulting directly or indirectly from any act or omission connected with neglect of any other Tenant in the Project. This shall, apply expressly, but not exclusively, to the flooding of the Premises, and to damage caused by refrigerators, sprinkling devices air-conditioning apparatus, water, snow, frost, steam, excessive heat or cold, falling plaster, broken glass, sewage, gas, odors and noise, or the bursting or leaking of pipes or plumbing fixtures. Tenant, at its sole cost and expense, shall procure and maintain throughout the term hereof a policy or policies of insurance. Insuring both Landlord and Tenant against all claims, demands or actions arising out of any services rendered under this Agreement, except by reason or in connection with ▇▇▇▇▇▇'s use or occupancy of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesPremises, or by reason of reckless disregard the condition of the Subadviser’s obligations Premises, the limits of such policy or policies to be in an amount not less than $1,000,000. 00 combined single limits of liability, and duties under this Agreementto be written by insurance companies satisfactory to Landlord and qualified to do business in the state in which the Premises are located. Notwithstanding Such policies or duly executed certificates of insurance shall be promptly delivered to Landlord and renewals thereof as required shall be delivered to Landlord at least ten (10) days prior to the foregoingexpiration of the respective policy terms, nothing contained in this Agreement shall constitute a waiver or limitation of rights contain an agreement by the insurer that the Trust or Investment Adviser same may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, canceled or subject materially without at least ten (10) days' prior written notice to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsLandlord.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. The Fund and the Investment Adviser acknowledge and agree that the Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Funds or that the Funds will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except Each Notes Trustee enters into this Agreement not individually or personally but solely in its capacity as may otherwise be required by trustee in the provisions exercise of the powers and authority conferred and vested in it under the relevant Notes Finance Documents for and on behalf of the Noteholders for which the Notes Trustee acts as trustee. Each Notes Trustee shall have no liability for acting for itself or in any capacity other than as trustee and nothing in this Agreement shall impose on it any obligation to pay any amount out of its personal assets. Notwithstanding any other provision of this Agreement, its obligations hereunder (if any) to make any payment of any amount or to hold any amount on trust shall be only to make payment of such amount to or hold any such amount on trust to the extent that (i) it has actual knowledge that such obligation has arisen and (ii) it has received and, on the date on which it acquires such actual knowledge, has not distributed to the Noteholders for which it acts as trustee in accordance with the relevant Notes Indenture any such amount. (b) In no case shall any Notes Trustee be (i) personally responsible, liable or accountable in damages or otherwise to any other Party for any loss, damage or claim incurred by reason of any act or omission performed or omitted by that Notes Trustee in good faith in accordance with this Agreement (including under Section 14), or any of the 1940 Act Notes Finance Documents in a manner that such Notes Trustee believed to be within the scope of the authority conferred on it by this Agreement or any of the rules thereunder Notes Finance Documents or other applicable by law, the Trust and the Investment Adviser agree that the Subadviser, or (ii) personally liable for or on account of any affiliated person of the Subadviserstatements, and each personrepresentations, warranties, covenants or obligations stated to be those of any other Party, all such liability, if any, whobeing expressly waived by the Parties and any person claiming by, within through or under such Party; provided, however, that each Notes Trustee shall be personally liable under this Agreement for its own gross negligence or wilful misconduct. It is also acknowledged and agreed that no Notes Trustee shall have any responsibility or liability for the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out actions of any services rendered under this Agreement, except by reason individual Creditor or Noteholder (save in respect of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. its own actions). (c) Notwithstanding the foregoing, nothing contained anything in this Agreement to the contrary, each Notes Trustee shall constitute a waiver only have an obligation to turn over or limitation of rights repay amounts received under this Agreement by it if (i) it had actual knowledge that the Trust receipt or Investment Adviser may have under federal recovery is an amount received in breach of this Agreement and (ii) to the extent that, prior to receiving such knowledge, it had not distributed the amount of such receipt or state securities lawsrecovery in accordance with the relevant Notes Indenture. In addition, Subadviser No Notes Trustee shall be liable for charged with knowledge (actual or otherwise) or existence of facts that would impose any damagesobligation on it hereunder to make any payment or prohibit it from making any payment unless, expensesnot less than two Business Days prior to the date of such A44420063 payment, a Responsible Officer of the Notes Trustee receives written notice satisfactory to it that such payments are required or losses in connection with any act or omission arising out of any services rendered prohibited by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bd) Except Notwithstanding anything contained herein, no provision of this Agreement shall alter or otherwise affect the rights and obligations of the Parent or any other Debtor to make payments in respect of Notes Trustee Amounts as may otherwise and when the same are due and payable pursuant to the applicable Notes Finance Documents or the receipt and retention by any Notes Trustee of the same or the taking of any step or action by any Notes Trustee in respect of its rights under the applicable Notes Finance Documents to the same. (e) No Notes Trustee is responsible for the appointment or for monitoring the performance of the Security Agent. (f) The Security Agent agrees and acknowledges that it shall have no claim against any Notes Trustee in respect of any fees, costs, expenses and liabilities due and payable to, or incurred by, the Security Agent. (g) No Notes Trustee shall be required under any obligation to instruct or direct the Security Agent to take any Enforcement Action unless it has been instructed to do so by the relevant Noteholders and has been indemnified and/or secured and/or prefunded to its satisfaction. (h) The provisions of this Agreement (including under Section 14), Clause 26 shall survive the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning termination of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions Notwithstanding any other term or provision of this Agreement (including under Section 14)Sublease, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser neither Sublandlord nor Subtenant shall be liable to the other for any damageslost revenues, expenseslost profit or other consequential, special or losses punitive damages arising in connection with this Sublease. Except as otherwise expressly set forth herein, Sublandlord has not made any act representation or omission arising out warranty regarding the condition of the Subleased Premises or suitability of the Subleased Premises for Subtenant’s intended uses. Notwithstanding any other term or provision of this Sublease, no personal liability shall at any time be asserted or enforceable against Sublandlord’s or Subtenant’s stockholders, directors, officers, or partners on account of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserof Sublandlord’s or Subtenant’s obligations or actions under this Agreement. Sublease. As used in this Sublease, the term “Sublandlord” means the holder of the tenant’s interest under the Master Lease and “Sublandlord” means the holder of sublandlord’s interest under this Sublease. In the event of any assignment or transfer of the Sublandlord’s interest under this Sublease, which assignment or transfer may occur at any time during the Term in Sublandlord’s sole discretion (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14provided that Sublandlord’s assignee or transferee assumes all such obligations in a writing delivered to Subtenant), Sublandlord shall be and hereby is entirely relieved of all covenants and obligations of Sublandlord hereunder accruing subsequent to the 1940 Act or date of the rules thereunder or other applicable lawtransfer. Subject to Subtenant’s receipt of the foregoing assumption agreement, Sublandlord may transfer and deliver any then existing Security L-C, the Subadviser agrees that Security L-C Security Deposit and/or any cash security deposit to the Trust and the Investment Adviser, any affiliated person thereoftransferee of Sublandlord’s interest under this Sublease, and each personthereupon Sublandlord shall be discharged from any further liability with respect thereto, if any, who, within and Subtenant shall look solely to such transferee for the meaning of Section 15 return of the 1933 ActSecurity L-C, controls the Trust or Investment Adviser, shall not be liable for, or subject to Security L-C Security Deposit and/or any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawscash security deposit.

Liability. The Purchaser acknowledges to and agrees with the Seller that: (a) Except as may otherwise be required by the provisions no breach of this Agreement (including under Section 14)any of, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, nor any act or omission connected with or arising out in respect of, the provisions of Clause 7.1 (Representations and Warranties in Schedule 1) and the representations and warranties in Schedule 1 (Representations and Warranties) shall give rise to any services rendered under this Agreement, except by reason claim for damages on the part of the Subadviser’s willful misfeasance, bad faith, or gross negligence in Purchaser against the performance Seller and the sole remedy of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained Purchaser in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser respect thereof shall be liable to take such action under Clause 7.4 (Remedy for any damagesMaterial Breach) as may be available to it and that no breach of, expenses, or losses in connection with nor any act or omission arising out of in respect of, any services rendered by third parties warranty or representation other than those representations and warranties contained in Schedule 1 (Representations and Warranties) shall entitle the Purchaser to require the Seller to repurchase the Loan sold pursuant to this Agreement and the Seller’s interest in the Related Security with respect to the Loans in accordance with Clause 7.4 (Remedy for Material Breach) or otherwise, provided that Subadviser hires this sub-Clause 10(a) shall not in connection any way whatsoever limit the remedies available to the Purchaser (or the exercise thereof) if the Seller, having become bound to repurchase the Loan sold pursuant to this Agreement and the corresponding interest in the Related Security in accordance with fulfilling Subadviser’s obligations under this Agreement.Clause 7.4 (Remedy for Material Breach), fails to do so; and (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)subject and without prejudice to sub-Clause 10(a) above, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, Seller shall not be liable forhave any liability or responsibility (whether in any case, contractual or tortuous, express or implied) for any loss or damage for or in respect of any breach of, or subject to any damages, expenses, or losses in connection with, any act or omission connected in respect of, any Obligor’s obligations under the Loan and/or the Seller’s interest in the Related Security with respect to the Loan or arising out the Seller’s obligations hereunder other than loss or damage directly (and not indirectly or consequentially) suffered by the Purchaser or the assets of any services rendered under this Agreement, except the Purchaser by reason of the Trust’s such breach, act or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsomission.

Liability. (a) Except as may otherwise be required All liabilities of the Borrower and of the Guarantor shall, at the option of the Lender or Agent and without notice, mature immediately upon the insolvency of the Borrower, the appointment of a receiver for the Borrower or any of its property, the filing of a voluntary or involuntary petition in bankruptcy, reorganization, or arrangement, the making of an assignment for the benefit of creditors, the calling of a meeting of creditors by the provisions of this Agreement (including under Section 14)Borrower, the 1940 Act encumbrance or disposition, or attempt to encumber or dispose, of all or a substantial portion of Borr▇▇▇▇'▇ ▇roperty, a default by Borrower in the rules thereunder payment of any of the Guaranteed Indebtedness as the same falls due, or other a default, after applicable lawnotice and opportunity to cure pursuant to documentation now or hereafter evidencing the Guaranteed Indebtedness, by the Borrower in respect of any undertaking. All liabilities of the Guarantor shall, at the option of the Lender or Agent and without notice, mature immediately upon the Lender becoming aware of the falsity of any statement or representation hereof, or upon the insolvency of the Guarantor, the Trust and appointment of a receiver for the Investment Adviser agree that Guarantor, or any of its property, the Subadviserfiling of a voluntary or involuntary petition in bankruptcy, reorganization, or arrangement, the making of an assignment for the benefit of creditors, the calling of a meeting of creditors by the Guarantor, the breach of any affiliated person provision hereof, the encumbrance or disposition, or attempt to encumber or dispose, of all of a substantial portion of the SubadviserGuarantor's property, and each person, if any, who, within a default by the meaning Guarantor in the payment of Section 15 any of the 1933 ActGuaranteed Indebtedness as the same falls due, controls or a default, after applicable notice and opportunity to cure pursuant to documentation now or hereafter evidencing the SubadviserGuaranteed Indebtedness, by the Guarantor in respect of any undertaking. If the Guarantor becomes liable for an indebtedness owing by Borrower to the Lender, by endorsement or otherwise, other than under this guaranty, such liability shall not be liable forin any manner impaired or affected hereby, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out and the rights of the Lender and/or Agent hereunder shall be cumulative of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of all other rights that the Trust or Investment Adviser Lender and/or Agent may ever have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementagainst the Guarantor. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise Neither the Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall be required liable for any error of judgment or mistake of law or for any loss suffered by the provisions Fund in connection with the matters to which this Sub-Advisory Agreement relates except a loss resulting from a breach of this Agreement fiduciary duty with respect to the receipt of compensation for services (including under in which case any award of damages shall be limited to the period and the amount set forth in Section 14), 36(b)(3) of the 1940 Act Act) or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of the Subadviser’s duties, its duties or by reason of from reckless disregard by it of the Subadviser’s its obligations and duties under this Sub-Advisory Agreement, including the Sub-Adviser’s failure to adhere to any investment policies and restrictions as described in the Fund’s Prospectus and Trade Errors, as defined in Section 5 of this Sub-Advisory Agreement. Notwithstanding Any person, even though also a director, officer, employee, shareholder, member or agent of the foregoingSub-Adviser, nothing contained in this Agreement who may be or become an officer, director, trustee, employee or agent of the Trust, shall constitute a waiver or limitation of rights that be deemed, when rendering services to the Trust or Investment Adviser may have under federal acting on any business of the Trust (other than services or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses business in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14Sub-Adviser's duties hereunder), the 1940 Act to be rendering such services to or the rules thereunder or other applicable law, the Subadviser agrees that acting solely for the Trust and not as a director, officer, employee, shareholder, member or agent of the Investment Sub-Adviser, any affiliated person thereofor one under the Sub-Adviser's control or direction, and each person, if any, who, within even though paid by the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Sub-Adviser, . The Sub-Adviser shall not be liable forto the Adviser or the Trust for any action taken or failure to act in good faith reliance upon: (i) information, instructions or subject requests, whether oral or written, with respect to the Fund made to the Sub-Adviser by a duly authorized officer of the Adviser or the Trust; (ii) the advice of counsel to the Trust; and (iii) any damages, expenses, written instruction or losses certified copy of any resolution of the Board. The Sub-Adviser shall not be responsible or liable for any failure or delay in connection with, any act or omission connected with or performance of its obligations under this Agreement arising out of any services rendered under this Agreementor caused, except directly or indirectly, by reason circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Sub-Advisor’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the Trust’s mails, transportation, communication or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawspower supply.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser Trust may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, Landlord shall not be liable forto Tenant or Tenant’s employees, agents, servants, guests, invitees or visitors, or subject to any damagesother person whomsoever, for any injury to person or damage to property on or about the Premises, resulting from and/or caused in part or whole by the negligence or misconduct of Tenant, its employees, agents, servants, guests, invitees or visitors, or of any other person entering upon the Premises, or caused by the building and improvements located on the Premises becoming out of repair, or caused by leakage of gas, oil, water or steam or by electricity emanating from the Premises, or due to any cause whatsoever, and Tenant hereby covenants and agrees that it will at all times indemnify and hold safe and harmless the property, the Landlord (including without limitation the trustee and beneficiaries if Landlord is a trust), Landlord’s employees, agents, servants, guests, invitees and visitors from any loss, liability, claims, suits, costs, expenses, or losses in connection withincluding without limitation attorney’s fees and damages, any act or omission connected with or both real and alleged, arising out of any services rendered such damage or injury; except injury to persons or damage to property the sole cause of which is the negligence of Landlord or the failure of Landlord to repair any part of the Premises which Landlord is obligated to repair and maintain hereunder within a reasonable time after the receipt of written notice from Tenant of needed repairs. Tenant’s obligation to indemnify Landlord under this AgreementParagraph 14 includes an obligation to indemnity for losses resulting from death or injury to Tenant’s employees, except by reason of the Subadviser’s willful misfeasance, bad faith, and Tenant accordingly hereby agrees that it will not assert any immunities it now has or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser hereafter may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expensesIndustrial Insurance Act, or losses other worker’s compensation, disability benefit or other similar act which would otherwise be applicable in connection with any act the case of such a claim. Tenant shall procure and maintain throughout the term of this Lease a policy or omission policies of Insurance, at its sole cost and expense, insuring both Landlord and Tenant against all claims, demands or actions arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with: (i) the Premises; (ii) the condition of the Premises; (iii) Tenant’s operations in and maintenance and use of the Premises; and (iv) Tenant’s liability assumed under this Lease, any act the limits of such policy or omission connected policies to be in the amount of not less than $1,000,000 per occurrence in respect of injury to persons (including death) and in respect of property damage or destruction, including loss of use thereof. All such policies shall be procured by Tenant from responsible Insurance companies satisfactory to Landlord. Certified copies of such policies, together with or arising out receipt evidencing payment of premiums therefor, shall be delivered to Landlord prior to the Commencement Date of this Lease. Not less than fifteen (15) days prior to the expiration date of any services rendered under this Agreementsuch policies, except by reason certified copies of the Trust’s renewals thereof (bearing notations evidencing the payment of renewal premiums) shall be delivered to Landlord. Such policies shall further provide that not less than thirty (30) days written notice shall be given to Landlord before such policy may be canceled or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreementchanged to reduce insurance provided thereby. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.▇▇▇▇▇▇/nnnlease rev. 7/92 T DBS/L JCC

Liability. (a) Except It is understood and expressly stipulated that neither the --------- shareholders of the Funds which are series of the Trust nor the members of the Board of the Trust shall be personally liable hereunder. The obligations of the Trust are not personally binding upon, nor shall resort be had to the private property of, any of the members of the Board of the Trust, nor of the shareholders, officers, employees or agents of the Trust, but only the Trust's property shall be bound. A copy of the Declaration of Trust and of each amendment thereto has been filed by the Trust with the Secretary of State of The Commonwealth of Massachusetts and with the Clerk of the City of Boston, as well as any other governmental office where such filing may otherwise from time to time be required by required. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement (including under Section 14)or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, the 1940 Act or the rules thereunder or other applicable laweach of which shall be deemed an original, the Trust but all of which taken together shall constitute one and the Investment Adviser agree that same instrument. LFS shall keep confidential all records and information provided to LFS by the SubadviserTrust, any affiliated person and prior, present or prospective shareholders of the SubadviserFund, and each person, if any, who, within except to the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under extent disclosures are required by this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesFund's registration statement, or by reason a reasonable request or a valid subpoena or warrant issued by a court, state or federal agency or other governmental authority. Neither LFS nor the Trust may use each other's name in any written material without written consent of reckless disregard such other party, provided, however, that such consent shall not unreasonably be withheld. LFS and the Trust hereby consent to all uses of the Subadviser’s obligations their respective names which refer in accurate terms to appointment and duties under this AgreementAgreement or which are required by any governmental or regulatory authority including required filings. Notwithstanding The Trust, the foregoing, nothing contained in Fund and Liberty WAM consent to use of their respective names and logos by LFS for shareholder correspondence and statements. This Agreement shall be binding upon and shall inure to the benefit of the Trust and LFS and their respective successors and assigns. Neither the Trust nor LFS shall assign this Agreement shall constitute a waiver nor its rights and obligations under this Agreement without the express written consent of the other party. This Agreement may be amended only in writing by mutual agreement of the parties. Any notice and other instrument in writing authorized or limitation of rights that required by this Agreement be given to the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser LFS shall be liable for any damages, expenses, sufficiently given if addressed to that party and mailed or losses delivered to it at its office set forth below or at such other place as it may from time to time designate in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the writing. The Trust and the Investment AdviserFunds: ▇▇▇▇▇▇ Advisors Trust ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, any affiliated person thereof▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, and each person▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Secretary LFS: Liberty Funds Service, if anyInc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, who▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇; with a separate copy to Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsEsq.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or person with respect to the Fund. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Fund, to which any such Indemnified Party may become subject under the Securities Act of 1933, as amended (the “1933 Act”), the 1934 Act, the Investment Adviser may have under Advisers Act of 1940, as amended (the “Advisers Act”) or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (each and “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Seller's total liability shall be limited to the purchase price of the Product supplied (aor to have been supplied) Except as may otherwise be required by the provisions hereunder in respect of this Agreement (including under Section 14), the 1940 Act or the rules thereunder which ▇▇▇▇▇▇▇ are claimed. All technical or other applicable lawadvice, recommendation or assistance by Seller, whether or not at Buyer’ s request, with respect to the Trust Product, its processing, further manufacture, or otherwise, is given gratis by Seller and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, Seller shall not be liable for, or subject to any and ▇▇▇▇▇ assumes all risk of, same and the consequences thereof. OTHER THAN AS SET FORTH IN THIS PARAGRAPH 6, SELLER SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, AND REGARDLESS (i) WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, AND (ii) W HETHER SELLER WAS OR SHOULD HAVE BEEN AWARE OF SAME. Upon satisfactory proof of claim by ▇▇▇▇▇ of Product not meeting specifications as provided in this Contact, and as ▇▇▇▇▇’ s exclusive remedy, Seller will within a reasonable t ime supply Buyer at the Delivery Point with replacement Product meeting specifications, free of charge, freight prepaid or, at Seller's option, refund the purchase price for the Product upon return of such non-conforming Product. ▇▇▇▇▇ claims for replacements and returns for credit will not be allowed unless authorized by Seller in writing. The Buyer shall indemnify, defend and hold harmless Seller and its affiliates from and against all claims, proceedings, damages, costs, fees, expenses (including reasonable attorneys’ fees and expenses), liabilities, losses, obligations, judgments, and penalties (“ Damages”) arising out of, or losses in connection with, any act actual or omission connected with or arising out alleged breach by Buyer of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s its obligations under this Agreement. (b) Except as may otherwise be required by the provisions Contract, and also from Buyer’ s transportation, use, storage, handling, disposal, resale of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected dealing with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsProduct.

Liability. (a) Wellington Management shall discharge its duties under this Agreement with the care, skill. prudence and diligence under the circumstances then prevailing that a prudent investment professional acting in a similar capacity and familiar with such matters would use. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), ) the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementAgreement to the same extent that Subadviser would be liable for such damages, expenses or losses if the Subadviser had performed such act or omission directly. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), ) the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Adviser, to the Portfolios or the Funds or to any shareholder of the Portfolios or the Funds for any act or omission in the course of or in connection with rendering services hereunder or for any losses that may otherwise be required sustained in the purchase, holding or sale of any security by the provisions of this Agreement Portfolios or the Funds. (including under Section 14)b) The Sub-Adviser agrees to indemnify and hold harmless, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the SubadviserAdviser, any affiliated person within the meaning of Section 2(a)(3) of the Subadviser1940 Act ("affiliated person") of the Adviser, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Adviser (collectively, "Adviser Indemnified Persons") against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which an Adviser Indemnified Person may become subject under the 1933 Act, controls the Subadviser1940 Act, shall not be liable for, or subject to any damages, expenses, or losses in connection withthe Advisers Act, any act other statute, at common law or omission connected with or otherwise, arising out of the Sub-Adviser's responsibilities to the Fund which (i) may be based upon any services rendered under this Agreementnegligence or willful misconduct by the Sub-Adviser, except any of its employees or representatives, or any affiliate of or any person acting on behalf of the Sub-Adviser (other than a Sub-Adviser Indemnified Person), or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement covering the shares of the Trust or the Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Adviser, the Trust, or any affiliated person of the Adviser or Trust by the Sub-Adviser or any affiliated person of the Sub-Adviser (other than a Sub-Adviser Indemnified Person); provided, however, that in no case is the Sub-Adviser's indemnity in favor of Adviser Indemnified Persons deemed to protect such persons against any liability to which any such person would otherwise be subject by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, his or her duties or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bc) Except as may otherwise be required by The Adviser agrees to indemnify and hold harmless the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Sub-Adviser, any affiliated person thereofof the Sub-Adviser and any controlling person of the Sub- Adviser (collectively, "Sub-Adviser Indemnified Persons") against any and each personall losses, if anyclaims, whodamages, within the meaning of Section 15 of liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, controls the 1940 Act, the Advisers Act, any other statute, at common law or otherwise, arising out of the Adviser's responsibilities as adviser of the Fund which (i) may be based upon any negligence or willful misconduct by the Adviser, any of its employees or representatives or any affiliate of or person acting on behalf of the Adviser (other than an Adviser Indemnified Person) or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement covering shares of the Trust or Investment the Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to the Sub-Adviser, shall not the Trust or any affiliated person of the Sub-Adviser or Trust by an Adviser or any affiliated person of the Adviser (other than an Adviser Indemnified Person); provided, however, that in no case is the Adviser's indemnity in favor of Sub- Adviser Indemnified Persons deemed to protect such persons against any liability to which any such person would otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, his or her duties or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. . (d) Notwithstanding the foregoing, nothing contained the Sub-Adviser agrees to reimburse the Portfolios and the Funds for any and all costs, expenses, and counsel and Trustees' fees reasonably incurred by the Portfolios and the Funds in connection with (i) preparation, printing and distribution of proxy statements; (ii) amendments to their Registration Statement; (iii) the holding of meetings of shareholders or Trustees; (iv) the conduct of factual investigations; or (v) any legal or administrative proceedings (including any applications for exemptions or determinations by the SEC) as a result of action or inaction on the part of the Sub-Adviser; and where the action or inaction necessitating such expenditures is (A) directly or indirectly related to any transactions or proposed transaction in the shares or control of the Sub-Adviser or its affiliates (or litigation related to any transactions or proposed transaction involving such shares or control) which shall have been undertaken without the prior express approval of the Trustees, or (B) within the sole control of the Sub-Adviser or any of its affiliates or any of their respective officers, directors, employees or shareholders. So long as this Agreement remains in effect, the Sub-Adviser shall pay to the Portfolios and the Funds the amount due for expenses subject to this Subparagraph 17(b) within thirty (30) days after a ▇▇▇▇ or statement has been received by the Portfolios and the Funds therefor. This provision shall not be deemed to be a waiver of any claim which the Portfolios and the Funds may have or may assert against the Sub-Adviser or others for costs, expenses, or damages heretofore incurred by the Trust or for costs, expenses, or damages the Portfolios or the Funds may hereafter incur which are not reimbursable to it hereunder. (e) No provision of this Agreement shall constitute a waiver be construed to protect any Trustee or limitation officer of rights any Portfolio or Fund, or any director or officer of the Adviser or Sub-Adviser from liability in violation of Sections 17(h) and (i) of the 1940 Act. (f) The Sub-Adviser understands that the Subadviser may have under federal obligations of this Agreement are not personally binding upon any shareholder, Trustee, officer, employee or state securities lawsagent of the Portfolios or Funds, but bind only the Trust's property. The Sub- Adviser represents that it has notice of the provisions of the Agreement and Declaration of Trust disclaiming shareholder, Trustee, officer, employee and agent liability for acts or obligations of the Trust.

Liability. (a) Except as In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Portfolios or the Funds or to any shareholder of the Portfolios or the Funds for any act or omission in the course of or in connection with rendering services hereunder or for any losses that may otherwise be required sustained in the purchase, holding or sale of any security by the provisions of this Agreement Portfolios or the Funds. (including under Section 14)b) The Adviser agrees to indemnify and hold harmless, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the SubadviserTrust, any affiliated person within the meaning of Section 2(a)(3) of the Subadviser1940 Act ("affiliated person") of the Trust, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Trust (collectively, "Indemnified Persons") against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which an Indemnified Person may become subject under the 1933 Act, controls the Subadviser1940 Act, shall not be liable for, or subject to any damages, expenses, or losses in connection withthe Advisers Act, any act other statute, at common law or omission connected with or otherwise, arising out of the Adviser's responsibilities to the Trust which (i) may be based upon any services rendered under this Agreementnegligence or willful misconduct by the Adviser, except any of its employees or representatives, or any affiliate of or any person acting on behalf of the Adviser, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Trust, or any affiliated person of the Trust by the Adviser or any affiliated person of the Adviser; provided, however, that in no case is the Adviser's indemnity in favor of Indemnified Persons deemed to protect such persons against any liability to which any such person would otherwise be subject by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, his or her duties or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. . (c) Notwithstanding the foregoing, nothing contained the Adviser agrees to reimburse the Portfolios and the Funds for any and all costs, expenses, and counsel and Trustees' fees reasonably incurred by the Portfolios and the Funds in connection with (i) preparation, printing and distribution of proxy statements, (ii) amendments to their Registration Statement, (iii) the holding of meetings of shareholders or Trustees, (iv) the conduct of factual investigations, and (v) any legal or administrative proceedings (including any applications for exemptions or determinations by the SEC) which the Portfolios and the Funds incur as a result of action or inaction on the part of the Adviser where the action or inaction necessitating such expenditures is (A) directly or indirectly related to any transactions or proposed transaction in the shares or control of the Adviser or its affiliates (or litigation related to any transactions or proposed transaction involving such shares or control) which shall have been undertaken without the prior express approval of the Trustees, or (B) within the sole control of the Adviser or any of its affiliates or any of their respective officers, directors, employees or shareholders. So long as this Agreement remains in effect, the Adviser shall constitute pay to the Portfolios and the Funds the amount due for expenses subject to this Subparagraph 12(b) within thirty (30) days after a ▇▇▇▇ or statement has been received by the Portfolios and the Funds therefor. This provision shall not be deemed to be a waiver or limitation of rights that any claim which the Trust or Investment Adviser Portfolios and the Funds may have under federal or state securities laws. In addition, Subadviser shall be liable may assert against the Adviser or others for any damagescosts, expenses, or losses in connection with any act or omission arising out of any services rendered damages heretofore incurred by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damagesfor costs, expenses, or losses in connection with, damages the Portfolios or the Funds may hereafter incur which are not reimbursable to it hereunder. (d) No provision of this Agreement shall be construed to protect any act Trustee or omission connected with or arising out officer of any services rendered under Portfolio or Fund, or any director or officer of the Adviser from liability in violation of Sections 17(h) and (i) of the 1940 Act. (e) The Adviser understands that the obligations of this AgreementAgreement are not personally binding upon any shareholder, except by reason Trustee, officer, employee or agent of the Portfolios or Funds, but bind only the Trust's property. The Adviser represents that it has notice of the provisions of the Agreement and Declaration of Trust of the Trust disclaiming shareholder, Trustee, officer, employee and agent liability for acts or obligations of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub-Adviser, and controlling persons thereof (each persona “Sub- Adviser Controlling Person,” and collectively, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, “Sub-Adviser Controlling Persons”) shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the SubadviserSub-Adviser’s duties, or any material breach by reason the Sub-Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the “Sub-Adviser Standard of Care”). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Trust to take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion of the assets of the Fund managed by the Sub-Adviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Fund not managed by the Sub-Adviser (if any), and all representations and covenants of the Sub-Adviser in this Agreement shall constitute a waiver or limitation be deemed to apply only to the portion of rights the assets of the Fund managed by the Sub-Adviser. b. The Sub-Adviser agrees that neither the Trust nor the Fund shall bear any responsibility or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by 6.1 The Service Provider accepts only liability towards Client in respect of damages resulting from a failure directly attributable to the provisions Service Provider in the performance of its obligations under this Agreement (including under Section 14), the 1940 Act or the rules thereunder for gross negligence or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, willful misconduct. The Service Provider shall not be liable forfor any damage originating from any materials or information supplied by Client hereunder provided such materials and information are only used by Bioarkive for the performance of its obligations hereunder in its premises under suitable containment conditions. 6.2 In the event of improper, incorrect performance or subject performance not in accordance with applicable standards or applicable laws by the Service Provider of the work under the Services, Client shall have the right to demand the Service Provider to re-perform the work without any damagescharge to Client. 6.3 Except in instances of breaches of confidentiality, expensesgross negligence or willful misconduct, the liability of the Service Provider for any shortcomings in the execution of the Services will be limited to a maximum of the fees for the Services that Service Provider has received for the Services provided hereunder. 6.4 EXCEPT FOR THE WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICE PROVIDER MAKES ANY WARRANTY, EXPRESS OR IMPLIED, BY STATUTE OR IN WRITING, REGARDING THE SERVICES OR ANY PRODUCT RESULTING FROM THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTY REGARDING THEIR FITNESS FOR ANY PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY OR THEIR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ANY PERSON OR ENTITY, INCLUDING EMPLOYEES OR REPRESENTATIVES OF THE SERVICE PROVIDER, THAT ARE INCONSISTENT HEREWITH, SHALL BE DISREGARDED AND SHALL NOT BE BINDING ON THE SERVICE PROVIDER. 6.5 Except to the extent arising from Bioarkive's gross negligence or losses in connection withwillful misconduct, the Client shall indemnify and hold Bioarkive and its affiliated companies harmless from any act or omission connected with or third-party claims arising out of any services rendered under this Agreement, except by reason the use of the Subadviser’s willful misfeasanceClient Results. 6.6 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, bad faith, or gross negligence INCIDENTIAL OR CONSEQUENTIAL DAMAGES ARISING OUT ANY TERMS AND CONDITIONS OF THIS AGREEMENT OR WITH RESPECT TO ITS PERFORMANCE HEREUNDER EXCEPT TO THE EXTENT SUCH DAMAGES WERE CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY. 6.7 Each Party will secure and maintain in full force and effect throughout the performance term of this Agreement adequate insurance coverage appropriate for the business of the Subadviser’s duties, or by reason type that is subject of reckless disregard of the Subadviser’s this Agreement and its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute If requested by a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)Party, the 1940 Act or other Party shall provide the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 first Party with photocopies of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out relevant certificates of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreementinsurance. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.BioArkive & Immuneering 6/11

Liability. (a) Except as may otherwise be required To the extent permitted by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, HSBC Securities shall not be liable forfor any expenses, or subject to any losses, damages, expensesliabilities, or losses in connection withdemands, any act or omission connected with or arising out charges and claims of any services rendered under this Agreementkind or nature whatsoever (including without limitation any legal expenses and costs and expenses relating to investigating or defending any demands, charges or claims) (“Losses”) by or with respect to the account, except by reason to the extent that such Losses are actual Losses proven with reasonable certainty, are not speculative, are proven to have been fairly within the contemplation of the Subadviser’s willful misfeasanceparties as of the date hereof, bad faith, and are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from HSBC Securities’ gross negligence in or willful misconduct, and, without limiting the performance generality of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver HSBC Securities will not be liable for any indirect, special, punitive, incidental, or limitation consequential damages or other losses (regardless of rights that the Trust whether such damages or Investment Adviser may have under federal or state securities lawsother losses were reasonably foreseeable). In addition, Subadviser shall HSBC Securities will not be liable liable, for any damageslost income or otherwise, expenses, if HSBC Securities or losses Pershing fails to automatically invest free credit balances or automatically redeem shares of a money market mutual fund in connection with a sweep option. HSBC Securities shall have no liability for and I agree to reimburse, indemnify and hold HSBC Securities, its affiliates and their partners, directors, officers and employees and any person controlled by or controlling HSBC Securities harmless from all expenses (including legal expenses and reasonable attorneys’ fees), losses or damages that result from (a) my or my agents’ misrepresentation, act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. or alleged misrepresentation, act or omission, (b) Except as may otherwise be required by the provisions HSBC Securities’ following my or my agent’s directions or failing to follow my or their unlawful or unreasonable directions, (c) any of this Agreement (including under Section 14), the 1940 Act my actions or the rules thereunder actions of my previous advisers or other applicable lawcustodian, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.and

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund hereby agrees to indemnify and hold harmless the Sub-Advisor, nothing contained in this Agreement shall constitute a waiver its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement to the same extent that Subadviser would be liable for such damages, expenses or losses under this Section 14 and Section 15 if the Subadviser had performed such act or omission directly. In no event will the Subadviser or its affiliates have any responsibility for (i) any other fund of the Trust, for any portion of the Funds not managed by the Subadviser, or for the acts or omissions of any other sub-investment adviser not appointed by the Subadviser to the Trust or Funds; (ii) any consequential and indirect damages or any loss incurred by reason of any act or omission of any broker or dealer or other trading facility with respect to the Funds; provided, however, that Subadviser will be responsible for the acts and omissions of a broker or dealer or other trading facility selected by Subadviser if Subadviser’s selection or supervision of such broker or dealer or other trading facility constitutes willful misfeasance, bad faith, or gross negligence in the performance of Subadviser’s duties or reckless disregard of Subadviser’s obligations and duties under this Agreement. In addition, in no event will the Subadviser or its affiliates have any responsibility for any loss resulting from anything done or omitted to be done in good faith reliance on any written instructions from Investment Adviser or any authorized representative thereof, and Investment Adviser agrees to indemnify Subadviser and hold it harmless from any losses or liabilities incurred as a result of Subadviser acting in good faith on the basis of such instructions. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by In the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out absence of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, its duties or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement, Subadviser shall not be liable to Client or The Vantagepoint Funds for honest mistakes of judgment or for action or inaction taken in good faith and in accordance with the duty of care standard in Section 9 for a purpose that Subadviser reasonably believes to be in the best interests of the Fund. Notwithstanding the foregoingHowever, nothing contained in neither this provision nor any other provision of this Agreement shall constitute a waiver or limitation of any rights that the Trust which Client or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser The Vantagepoint Funds may have under federal or state securities laws. (b) Client shall indemnify and hold harmless Subadviser against any loss, liability, damages, reasonable costs or expenses, including reasonable attorneys’ fees, caused by: (i) the willful misfeasance, bad faith, fraud, or gross negligence of Client in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder hereunder; (ii) Client’s violation of applicable law; or (iii) Client’s breach of any term or provision in this Agreement. (c) Subadviser shall indemnify and hold harmless Client against any loss, liability, damages, reasonable costs or expenses, including reasonable attorneys’ fees, caused by: (i) the willful misfeasance, bad faith, fraud, or gross negligence of Subadviser in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder; (ii) Subadviser’s violation of Applicable Laws; or (iii) Subadviser’s breach of any term or provision in this Agreement. (d) Subadviser shall indemnify and hold harmless The Vantagepoint Funds against any loss, liability, damages, reasonable costs or expenses, including reasonable attorneys’ fees caused by: (i) the willful misfeasance, bad faith, fraud, or gross negligence of Subadviser in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder; (ii) Subadviser’s violation of Applicable Laws; or (iii) Subadviser’s breach of any term or provision in this Agreement.

Liability. (a) Except as may otherwise be required by the provisions of Notwithstanding anything set forth in this Agreement (including to the contrary, Deerpath assumes no responsibility under Section 14), this Agreement other than to render the 1940 Act or services called for hereunder. To the rules thereunder or other applicable extent permitted by law, the Trust and the Investment Adviser agree that neither Deerpath nor its affiliates nor any of their respective equity holders, managers, directors, officers, partners, employees, advisors or agents (each, a Deerpath Designated Person) shall be liable to the Subadviser, Manager, the Fund or any affiliated person Fund investor for any expenses, losses, damages, liabilities, demands, charges or claims of any nature whatsoever (including reasonable attorneys’ and accountants’ fees and expenses) (each, a Loss) or for any decrease in the value of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or Fund’s investments arising out of or resulting from acts or omissions of any services rendered Deerpath Designated Person in the performance of ▇▇▇▇▇▇▇▇’s duties under this Agreement, except by reason of the Subadviser’s (i) acts or omissions constituting criminal conduct, fraud, negligence or willful misfeasance, bad faith, or gross negligence misconduct in the performance respect of the Subadviser’s duties, obligations of Deerpath hereunder or (ii) any material breach by reason of reckless disregard Deerpath of the Subadviser’s obligations covenants and duties under this Agreement. Notwithstanding the foregoing, nothing agreements of Deerpath contained in this Agreement shall constitute or (iii) any Losses attributable to any untrue statement or alleged untrue statement of a waiver material fact contained in any Fund Document or limitation the omission or alleged omission of rights that a material fact necessary to make the Trust statements in any Fund Document, in the light of the circumstances under which they were made, not misleading, in each case as provided by Deerpath or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementthe applicable Deerpath Designated Person. (b) Except as may otherwise be required The Subadviser shall indemnify each Deerpath Designated Person from and against any and all Losses imposed on, sustained, incurred or suffered by such Deerpath Designated Person to the provisions of this Agreement (including under Section 14)extent resulting from, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of or resulting from (whether or not arising from a third party claim), (i) acts or omissions of any services rendered under Deerpath Designated Person on behalf of the Subadviser, Manager or Fund in accordance with the terms of this Agreement, except by reason to the extent taken in good faith and in the absence of criminal conduct, fraud, willful misconduct, or negligence, (ii) acts or omissions of any of the Trust’s Subadviser, Manager or Investment Adviser’s Fund or any of their respective directors, officers, partners, employees, affiliates or agents constituting criminal conduct, fraud, willful misfeasance, bad faithmisconduct, or gross negligence in the performance of their duties, or by reason of reckless disregard respect of the Trust’s obligations of the Subadviser hereunder or Investment Adviser’s obligations the Subadviser, Manager or Fund under the Subadvisory Agreement or Management Agreement, in each case, as finally adjudicated in a non-appealable decision in a court of competent jurisdiction or (iii) any material breach by the Subadviser of the covenants and duties under this Agreement. Notwithstanding agreements of the foregoing, nothing Subadviser contained in this Agreement or of the Subadviser, Manager or Fund in the Subadvisory Agreement or Management Agreement, in each case, as finally adjudicated in a non-appealable decision in a court of competent jurisdiction. (c) Deerpath shall constitute indemnify each of the Subadviser, its affiliates and any of their respective equity holders, managers, directors, officers, partners, employees, advisors or agents (each, a waiver “Subadviser Designated Person”) , for any and all Losses, imposed on, sustained, incurred or limitation suffered by such Subadviser Designated Person to the extent resulting from, arising out of rights that or resulting from (whether or not arising from a third party claim) (i) acts or omissions of any Deerpath or any of its directors, officers, partners, employees, affiliates or agents constituting criminal conduct, fraud, negligence or willful misconduct in respect of its obligations hereunder, in each case, as finally adjudicated in a non-appealable decision in a court of competent jurisdiction or (ii) any material breach by Deerpath of the Subadviser may have under federal or state securities lawscovenants and agreements of Deerpath contained in this Agreement as finally adjudicated in a non-appealable decision in a court of competent jurisdiction.

Liability. (ai) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, The Warrant Agent shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, for or by reason of reckless disregard any of the Subadviser’s obligations and duties under statements of fact or recitals contained in this Agreement, the Warrant Statements or in the Warrant Certificates (except, in each case, its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. Notwithstanding The Warrant Agent shall not be under any responsibility in respect of the foregoingvalidity or sufficiency of this Agreement or the execution and delivery hereof or in respect of the validity or execution of any Warrant Certificate (except, nothing in each case, its countersignature thereof); nor shall the Warrant Agent be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate to be complied with by the Company; nor shall constitute the Warrant Agent be responsible for the making of any adjustment in the Exercise Price or the number and/or kind of shares issuable upon the exercise of a waiver Warrants required under the provisions of Article V or limitation be responsible for the manner, method or amount of rights any such change or the ascertaining of the existence of facts that would require any such change; nor shall the Trust Warrant Agent by any act hereunder be deemed to make any representation or Investment Adviser warranty as to the authorization or reservation of any Warrant Exercise Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Warrant Exercise Shares will, when issued, be validly issued and fully paid and non-assessable. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrant Certificate authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants. (ii) The Warrant Agent shall have no liability under, and no duty to inquire as to, the provisions of any agreement, instrument or document other than this Agreement, including any Warrant Certificate. (iii) The Warrant Agent may rely on and shall incur no liability or responsibility to the Company, any Holder, or any other Person for any action taken, suffered or omitted to be taken by it upon any notice, instruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or other paper, document or instrument furnished to the Warrant Agent hereunder and believed by it to be genuine and to have under federal been signed, sent or state securities lawspresented by the proper party or parties. In addition, Subadviser The Warrant Agent shall be liable for under no duty to inquire into or investigate the validity, accuracy or content of any damagessuch notice, expensesinstruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or losses other paper, document or instrument. The Warrant Agent shall not take any instructions or directions except those given in connection accordance with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (biv) Except The Warrant Agent shall act hereunder solely as may otherwise agent for the Company and in a ministerial capacity and does not assume any obligation or relationship of agency or trust with any of the Holders, and its duties shall be required determined solely by the provisions hereof. The Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken in connection with this Agreement except to the extent that a court of competent jurisdiction determines that its own gross negligence, willful misconduct or bad faith (as each is determined by a final, nonappealable judgment) was the primary cause of any loss. (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable for any special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage. Notwithstanding anything contained in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement shall be limited in the aggregate to an amount equal to the annual fees paid by the Company to the Warrant Agent hereunder. (vi) All rights and obligations contained in this Section 8.3 shall survive the termination of this Agreement and the resignation, replacement, incapacity or removal of the Warrant Agent. All fees and expenses incurred by the Warrant Agent prior to the resignation, replacement, incapacity or removal of the Warrant Agent shall be paid by the Company in accordance with this Section 8.3 of this Agreement notwithstanding such resignation, replacement, incapacity or removal of the Warrant Agent. (vii) The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to the provisions of this Agreement. (viii) In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (including under Section 14)software or hardware) services. (ix) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the 1940 Act or the rules thereunder or other applicable lawWarrant Agent, the Subadviser agrees that the Trust and the Investment Advisermay, in its sole discretion, refrain from taking any affiliated person thereofaction, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall be fully protected and shall not be liable forin any way to the Company or any Holder or other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or subject uncertainty to any damages, expenses, or losses in connection with, any act or omission connected with or arising out the satisfaction of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsWarrant Agent.

Liability. (a) Except as may otherwise be required by Notwithstanding anything in this Guaranty to the provisions contrary, Lender shall look for satisfaction of the obligations of a Guarantor under this Guaranty only to the following real and personal property of such Guarantor (the “Available Assets”): (1) the legal and beneficial interests of such Guarantor in any entity that is, at the time of enforcement of this Agreement Guaranty, (i) engaged in the business of holding, constructing, developing or providing property management or overhead services for real estate designed for residential use in the United States and (ii) affiliated in any way with ▇▇▇▇▇▇▇▇ ▇▇▇▇ Residential Company, or any subsidiary thereof or any successor or assign of all or substantially all of the assets thereof; and (2) any receivables due the Guarantors from any entity described in the foregoing item (1). Except for the Available Assets, Lender shall not look to a Guarantor’s tangible or intangible real and personal property (including under Section 14)cash, the 1940 Act cash equivalents, securities, partnership interests, receivable or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out similar intangible personal property) for satisfaction of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling SubadviserGuarantor’s obligations under this AgreementGuaranty. Subject to Section 21(b), Lender may not look to the tangible or intangible proceeds of any assets of a Guarantor, including proceeds of the Available Assets, except as specifically provided in paragraph (2) above. (b) Except as may otherwise be required by Notwithstanding the provisions of this Agreement (including under limitations in Section 1421(a), Lender may look to proceeds of Available Assets realized by a Guarantor (i) after the 1940 Act Aggregate Collateral Value, as reported in the annual Collateral Value Statements prepared for the Guarantors, is less than $80,000,000 or (ii) as a result of a transaction that causes the rules thereunder or other applicable lawAggregate Collateral Value to be less than $80,000,000. As used in this paragraph, the Subadviser agrees term “Aggregate Collateral Value” means the aggregate value of the Available Assets as calculated on the basis provided in the notes to the Collateral Value Statements of the Guarantors dated as of June 30, 2008, with the exception that the Trust and capitalization rate employed in establishing property values may be reduced to a rate not lower than 6.5% at the Investment Adviseroption of Guarantor. However, notwithstanding this Section 21(b), in no event will Lender be entitled to satisfy any affiliated person thereof, and each person, if any, who, within the meaning obligation of Section 15 a Guarantor from any of the 1933 Actfollowing assets (collectively, controls “Excluded Assets”): (i) the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason personal residences of the TrustGuarantor, (ii) the Guarantor’s or Investment Advisernonbusiness real estate, including rural, vacation and resort property, up to $1,000,000 in value, (iii) the Guarantor’s willful misfeasancepersonal automobiles and other tangible personal property, bad faithincluding household goods, or gross negligence clothing, silverware, gems, jewelry and works of art, not to exceed $1,500,000 in values, (iv) the performance interests listed in Section 21(c) and (v) proceeds of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsExcluded Assets.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub- Adviser, and controlling persons thereof (each persona "Sub- Adviser Controlling Person," and collectively, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, "Sub-Adviser Controlling Persons") shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the Subadviser’s Sub- Adviser's duties, or any material breach by reason the Sub- Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the "Sub-Adviser Standard of Care"). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Portfolio to take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion of the assets of the Portfolio managed by the Sub-Adviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Portfolio not managed by the Sub- Adviser (if any), and all representations and covenants of the Sub-Adviser in this Agreement shall constitute a waiver be deemed to apply only to the portion of the assets of the Portfolio managed by the Sub- Adviser. b. The Sub-Adviser agrees that neither the Portfolio nor the Fund shall bear any responsibility or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as 14.1 Notwithstanding any other provision of the Contract, neither Party excludes or limits liability to the other Party for death or personal injury caused by its negligence, for Fraud or for fraudulent misrepresentation or any other circumstance where liability may otherwise not be required by the provisions of this Agreement (including limited or excluded under Section 14), the 1940 Act or the rules thereunder or other any applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, . 14.2 NHSBT shall not be liable for, or subject to the Recipient under this Contract for any damages, expenses, or losses in connection with, failure to supply the Materials by reason of there not being available to NHSBT adequate quantities of the Materials of the necessary quality from appropriate Donors for onward supply to the Recipient. 14.3 Should NHSBT have any act or omission connected with or liability to the Recipient arising out of any services rendered or relating to this Contract or its performance or failure to perform its obligations under this AgreementContract, except whether such claims arise in contract, tort, strict liability, statute or otherwise, NHSBT’s total liability shall be limited in aggregate to the total amount paid by reason the Recipient to NHSBT pursuant to this Contract. 14.4 Neither Party will be liable to the other for loss of profits, business, revenue, goodwill, or anticipated savings; or consequential loss or damage whether direct or indirect and whether arising in contract, tort, negligence, breach of statutory duty or otherwise provided that this limitation shall not apply to amounts due from the Recipient to NHSBT for the provision of the SubadviserMaterials. 14.5 NHSBT shall be under no liability in respect of any defect arising from natural deterioration of the Materials and/or any defect arising from the Recipient’s willful misfeasanceand Permitted Third Parties’ wilful damage, bad faithnegligence or any failure to follow any advice or recommendation from NHSBT or any failure to store and/or use the Materials in accordance with any applicable Law. 14.6 NHSBT’s liability for negligence in respect of defective Materials shall, unless NHSBT’s negligence results in injury, or gross negligence in death, be limited to replacing any defective Materials with Materials which conform to the performance terms of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser Contract. 14.7 The Recipient shall be liable for any damagesclaims, costs, expenses, liabilities or losses in connection with which are suffered by NHSBT due to any breach by the Recipient and/or Permitted Third Parties’ of this Contract or negligence or breach of statutory duty by the Recipient and/or Permitted Third Parties’, except insofar as such loss, damage or injury shall have been solely caused by any negligent act or omission undertaken in strict accordance with the instructions of NHSBT. 14.8 The Recipient shall indemnify NHSBT from and against all claims and losses arising out from: (i) injury to the Recipient's employees and third parties; (ii) infringement of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement.party intellectual property rights (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)14.9 Subject only to clause 14.1, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall NHSBT will not be liable for, or subject to the Recipient and/or Permitted Third Parties’ for any damages, expenses, or losses in connection with, any act or omission connected with or arising out costs incurred by the Recipient and/or Permitted Third Parties’ as result of any services rendered under this Agreement, except by reason delay or failure in delivery of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the Materials by NHSBT. 14.10 Both Parties confirm their view that specific performance of their duties, this Contract is not an appropriate remedy for the enforcement of this Contract except in 14.11 The provisions of clause 14.2 and clause 14.3 will not exclude or by reason of reckless disregard limit NHSBT's right to claim for any of the Trustfollowing, which result from the Recipient’s or Investment Adviser’s obligations and/or Permitted Third Parties’ default: (i) costs and duties under this Agreement. Notwithstanding expenses which would not otherwise have been incurred by NHSBT including, without limiting the generality of the foregoing, nothing contained costs relating to the time spent by NHSBT’s executives and employees in dealing with the consequences of the default; and/or (ii) expenditure or charges incurred by NHSBT which would not otherwise have been incurred or would have ceased or would not have recurred; and/or costs, expenses and charges resulting from the loss or corruption of any data owned by or under the control of NHSBT. 14.12 Each Party will at all times take all reasonable steps to minimise and mitigate any losses or other matters for which one Party is entitled to be indemnified by or bring a claim against the other under this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsContract.

Liability. (ai) Except as may otherwise be required by References to the provisions of Warrant Agent in this Agreement (including under Section 14)9.3 shall include the Warrant Agent and its affiliates, the 1940 Act or the rules thereunder or principles, directors, officers, employees, agents, representatives, attorneys, accountants, advisors and other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, professionals. The Warrant Agent shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, for or by reason of reckless disregard any of the Subadviser’s obligations and duties under statements of fact or recitals contained in this Agreement, the Warrant Statements or in the Global Warrant Certificates (except, in each case, its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. Notwithstanding The Warrant Agent shall not be under any responsibility in respect of the foregoingvalidity or sufficiency of this Agreement or the execution and delivery hereof or in respect of the validity or execution of any Global Warrant Certificate (except, nothing in each case, its countersignature thereof); nor shall the Warrant Agent be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Global Warrant Certificate to be complied with by the Company; nor shall constitute the Warrant Agent be responsible for the making of any adjustment in the Exercise Price or the number of shares issuable upon the exercise of a waiver New GMR Warrants required under the provisions of Article V or limitation be responsible for the manner, method or amount of rights any such change or the ascertaining of the existence of facts that would require any such change; nor shall the Trust Warrant Agent by any act hereunder be deemed to make any representation or Investment Adviser warranty as to the authorization or reservation of any Warrant Exercise Shares to be issued pursuant to this Agreement or any New GMR Warrant or as to whether any Warrant Exercise Shares will, when issued, be validly issued and fully paid and non-assessable. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Global Warrant Certificate authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the New GMR Warrants. (ii) The Warrant Agent shall have no liability under, and no duty to inquire as to, the provisions of any agreement, instrument or document other than this Agreement, including any Global Warrant Certificate. (iii) The Warrant Agent may rely on and shall incur no liability or responsibility to the Company, any Holder, or any other Person for any action taken, suffered or omitted to be taken by it upon any notice, instruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or other paper, document or instrument furnished to the Warrant Agent hereunder and believed by it to be genuine and to have under federal been signed, sent or state securities lawspresented by the proper party or parties. In addition, Subadviser The Warrant Agent shall be liable for under no duty to inquire into or investigate the validity, accuracy or content of any damagessuch notice, expensesinstruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or losses other paper, document or instrument. The Warrant Agent shall not take any instructions or directions except those given in connection accordance with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (biv) Except The Warrant Agent shall act hereunder solely as may otherwise agent for the Company and in a ministerial capacity and does not assume any obligation or relationship of agency or trust with any of the owners or holders of the New GMR Warrants, and its duties shall be required determined solely by the provisions hereof. The Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken in connection with this Agreement except to the extent that a court of competent jurisdiction determines that its own gross negligence, willful misconduct or bad faith (as each is determined by a final, nonappealable judgment) was the primary cause of any loss. (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable for any special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage. Any liability of the Warrant Agent under this Agreement shall be limited to the amount of annual fees paid by the Company to the Warrant Agent hereunder. (vi) All rights and obligations contained in this Section 9.3 shall survive the termination of this Agreement and the resignation, replacement, incapacity or removal of the Warrant Agent. All fees and expenses incurred by the Warrant Agent prior to the resignation, replacement, incapacity or removal of the Warrant Agent shall be paid by the Company in accordance with this Section 9.3 of this Agreement notwithstanding such resignation, replacement, incapacity or removal of the Warrant Agent. (vii) The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to the provisions of this Agreement. (viii) In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (including under Section 14)software or hardware) services. (ix) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, the 1940 Act or the rules thereunder instruction, direction, request or other applicable lawcommunication, paper or document received by the Subadviser agrees that the Trust and the Investment AdviserWarrant Agent hereunder, Warrant Agent, may, in its sole discretion, refrain from taking any affiliated person thereofaction, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall be fully protected and shall not be liable forin any way to the Company or any Holder or other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or subject uncertainty to any damages, expenses, or losses in connection with, any act or omission connected with or arising out the satisfaction of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsWarrant Agent.

Liability. (a) Except as may otherwise be required provided by the provisions Investment Company Act of this Agreement (including under Section 14)1940 or federal securities laws, the 1940 Act or the rules thereunder or other applicable lawneither Sub-Investment Manager nor any of its officers, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable fordirectors, or employees shall be subject to any damagesliability to Investment Manager, expensesthe Fund, or losses in connection with, any shareholder of the Fund for any error of judgment or any loss arising out of any investment or other act or omission in the course of, connected with with, or arising out of any services service to be rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, its duties or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding Investment Manager and the foregoingFund shall hold harmless and indemnify Sub-Investment Manager for any loss, nothing contained liability, cost, damage, or expense (including reasonable attorneys fees and costs) arising from any claim or demand by any past or present shareholder of the Fund, in their capacity as shareholder, the is not based upon or does not arise from the investment advice and/or other services provided by Sub-Investment Manager pursuant to this Agreement shall constitute a waiver Agreement. Investment Manager acknowledges and agrees that Sub-Investment Manager makes no representation or limitation warranty, express or implied, that any level of rights performance or investment results will be achieved by the Fund or that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection Fund will perform comparably with any act standard or omission arising out index, including other clients of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementSub-Investment Manager, whether public or private. (b) Except Notwithstanding anything to the contrary in sub-Paragraph (a) just above, Sub-Investment Manager agrees to indemnify the Fund, Investment Manager, the Separate Account and the Lincoln National Life Insurance Company (the "Lincoln Entities") for, and hold them harmless against, any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sub-Investment Manager) or litigation (including legal and other expenses) to which the Lincoln Entities, or any of them, may become subject under any statute, at common law or otherwise, insofar as may otherwise be required those losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of any failure by the provisions Sub-Investment Manager, whether unintentional or in good faith or otherwise, to adequately diversify the investment program of this Agreement the Fund, pursuant to the requirements of Section 817(h) of the Code, and the regulations issued thereunder (including under Section 14including, but not by way of limitation, Reg. Sec. 1.817-5, March 2, 1989, 54 F.R. 8730), relating to the 1940 Act or the rules thereunder or other applicable lawdiversification requirements for variable annuity, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereofendowment, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawslife insurance contracts.

Liability. (a) Except as may otherwise be required by expressly set forth in this Trust Agreement and the provisions terms of this Agreement (including under Section 14)the Up-MACRO Tradeable Shares, the 1940 Act or the rules thereunder or other applicable lawDepositor, the Trust Administrative Agent and the Investment Adviser agree that Trustee shall not be: (i) personally liable for the Subadviser, return of any affiliated person portion of the Subadviser, and each person, if any, who, within investment of Holders of Up-MACRO Tradeable Shares (or any return thereon) which shall be made solely from the meaning of Section 15 of Trust Property; (ii) required to pay to the 1933 Act, controls the Subadviser, shall not be liable forTrust, or subject to any damages, expenses, or losses in connection with, Holder any act or omission connected with or arising out deficit upon dissolution of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal otherwise; and (iii) required to pay any fees or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out expenses relating to the operation of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementthe Trust. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)The Depositor, the 1940 Act Administrative Agent and the Trustee each undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement, and no implied covenants or obligations shall be read into this Trust Agreement. (c) In the absence of gross negligence or willful misconduct on the part of the Depositor, the Administrative Agent, MacroMarkets or the rules thereunder or other applicable lawTrustee, the Subadviser agrees that Depositor, the Trust Administrative Agent, MacroMarkets and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, Trustee shall not be liable forfor any action taken, suffered or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except omitted by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence it in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and its duties under this Trust Agreement. Notwithstanding The Depositor, the foregoingAdministrative Agent, nothing contained MacroMarkets and the Trustee shall not be liable for any error in judgment made in good faith unless such party has been grossly negligent in ascertaining or failing to ascertain the pertinent facts. In no event shall the Depositor, the Administrative Agent, MacroMarkets or the Trustee be liable for special, consequential or punitive damages or for any failure or delay in the performance of its obligations under this Trust Agreement shall constitute a waiver due to forces reasonably beyond the control of the Depositor, the Administrative Agent, MacroMarkets or limitation the Trustee including, without limitation, strikes, work stoppages, acts of rights war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services including, without limitation, Internet services; it being understood that the Subadviser may have Depositor, the Administrative Agent, MacroMarkets and the Trustee shall each use commercially reasonable efforts which are consistent with accepted practices in its industry to resume performance as soon as practicable under federal or state securities lawsthe circumstances.

Liability. (a) Except as may otherwise be required by In the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out absence of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, its duties or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement, Subadviser shall not be liable to Client or The Vantagepoint Funds for honest mistakes of judgment or for action or inaction taken in good faith for a purpose that Subadviser reasonably believes to be in the best interests of the Fund. Notwithstanding the foregoingHowever, nothing contained in neither this provision nor any other provision of this Agreement shall constitute a waiver or limitation of any rights that the Trust which Client or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser The Vantagepoint Funds may have under federal or state securities laws. (b) Client shall indemnify and hold harmless Subadviser against any loss, liability, damages, costs or expenses incurred by Subadviser to the extent caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Client in the performance of its duties hereunder; (ii) Client’s violation of applicable law; or (iii) Client’s breach of any term or provision in this Agreement. (c) Subadviser shall indemnify and hold harmless Client against any loss, liability, damages, costs or expenses incurred by Client to the extent caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Subadviser in the performance of its duties hereunder; (ii) Subadviser’s violation of applicable law; or (iii) Subadviser’s breach of any term or provision in this Agreement. (d) Subadviser shall indemnify and hold harmless The Vantagepoint Funds against any loss, liability, damages, costs or expenses incurred by The Vantagepoint Funds to the extent caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Subadviser in the performance of its duties hereunder; (ii) Subadviser’s violation of applicable law; or (iii) Subadviser’s breach of any term or provision in this Agreement.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub- Adviser, and controlling persons thereof (each persona "Sub- Adviser Controlling Person," and collectively, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, "Sub-Adviser Controlling Persons") shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the Subadviser’s Sub- Adviser's duties, or any material breach by reason the Sub- Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the "Sub-Adviser Standard of Care"). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Trust to take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion of the assets of the Fund managed by the Sub-Adviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Fund not managed by the Sub- Adviser (if any), and all representations and covenants of the Sub-Adviser in this Agreement shall constitute a waiver or limitation be deemed to apply only to the portion of rights the assets of the Fund managed by the Sub-Adviser. b. The Sub-Adviser agrees that neither the Trust nor the Fund shall bear any responsibility or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the "Indemnified Parties") against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, the Advisers Act , or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. No member of the Shareholder Representative Group will be liable to the Shareholders for actions taken pursuant to this Agreement or the other Covered Agreements, except to the extent such actions will have been determined by a court of competent jurisdiction to have constituted gross negligence or involved fraud, intentional misconduct or bad faith (a) Except as may otherwise be required it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by the provisions Shareholder Representative Group will be conclusive evidence of this Agreement good faith). The Shareholders will severally (including under Section 14in accordance with their respective Participation Percentages), and not jointly, indemnify, defend and hold harmless the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person members of the SubadviserShareholder Representative Group from and against, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable compensate them for, or subject to reimburse them for and pay any damages, expenses, or losses in connection with, any act or omission connected with or and all Damages arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with their activities as members of the Shareholder Representative Group under this Agreement and the other Covered Agreements (the “Representative Losses”), in each case as such Representative Losses are suffered or incurred; provided, that if it is finally adjudicated that any act Representative Losses or omission arising out any portion thereof was primarily caused by the gross negligence, fraud, intentional misconduct or bad faith of any services rendered by third parties that Subadviser hires member of the Shareholder Representative Group, such member will reimburse the Shareholders the amount of such indemnified Representative Losses attributable to such gross negligence, fraud, intentional misconduct or bad faith. As soon as practicable after the date on which the Escrow Funds have been fully disbursed pursuant to the terms of the Escrow Agreement, all obligations of the Shareholders have been discharged and all other monetary obligations of the Shareholders payable from the Shareholder Representative Group Expense Fund have been paid in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)full, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, Shareholder Representative Group will pay any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence amounts remaining in the performance of Shareholder Representative Group Expense Fund to the Shareholders in accordance with their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsrespective Participation Percentages.

Liability. Neither the Securityholder Representative nor its members, managers, directors, officers, contractors, agents and employees, nor any member of the Advisory Group (acollectively, the “Securityholder Representative Group”), shall be held liable by any of the Effective Time Holders for actions or omissions in exercising or failing to exercise all or any of the power and authority of the Securityholder Representative pursuant to this Agreement, the Escrow Agreement and the Securityholder Representative Engagement Agreement, except in the case of the Securityholder Representative’s gross negligence, bad faith or willful misconduct. The Securityholder Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts that it reasonably determines to be experienced in the matter at issue, and will not be liable to any Effective Time Holder for any action taken or omitted to be taken in good faith based on such advice. The Effective Time Holders will jointly and severally indemnify, defend and hold harmless (in accordance with their Pro Rata Portion) Except the members of the Securityholder Representative Group from any Losses arising out of the Securityholder Representative serving as may otherwise be required the Securityholder Representative hereunder, under the Escrow Agreement and under the Securityholder Representative Engagement Agreement, except for Losses arising out of or caused by the provisions Securityholder Representative’s gross negligence, bad faith or willful misconduct, including, without limitations, (i) the costs and expenses of this Agreement investigations and defense of claims and in connection with seeking recovery from insurers and (ii) reasonable expenses, disbursements and advances (including under Section 14)fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Securityholder Representative in such capacity (collectively, the 1940 Act “Representative Losses”) which shall be satisfied first, from the Securityholder Representative Reserve, second, from any distribution of the Adjustment Escrow Fund or Earn-Out Payments otherwise distributable to the rules thereunder or other applicable lawEffective Time Holders at the time of distribution, and third, directly from the Trust Effective Time Holders. The Securityholder Representative is serving in its capacity as such solely for purposes of administrative convenience, and is not personally liable in such capacity for any of the Investment Adviser agree obligations of the Effective Time Holders hereunder, and Parent agrees that they will not look to the personal assets of any member of the Securityholder Representative Group, acting in such capacity, for the satisfaction of any obligations to be performed by the Effective Time Holders hereunder. The Effective Time Holders acknowledge that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, Securityholder Representative shall not be liable for, required to expend or subject to risk its own funds or otherwise incur any damages, expenses, financial liability in the exercise or losses in connection with, any act or omission connected with or arising out performance of any services rendered under of its powers, rights, duties or privileges or pursuant to this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Escrow Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act Securityholder Representative Engagement Agreement or the rules thereunder transactions contemplated hereby or other applicable lawthereby. Furthermore, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, Securityholder Representative shall not be liable forrequired to take any action unless the Securityholder Representative has been provided with funds, security or subject indemnities which, in its determination, are sufficient to any damagesprotect the Securityholder Representative against the costs, expenses, or losses expenses and liabilities which may be incurred by the Securityholder Representative in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsperforming such actions.

Liability. (ai) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, The Warrant Agent shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, for or by reason of reckless disregard any of the Subadviser’s obligations and duties under statements of fact or recitals contained in this Agreement, the Warrant Statements or in the Warrant Certificates (except, in each case, its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. Notwithstanding The Warrant Agent shall not be under any responsibility in respect of the foregoingvalidity or sufficiency of this Agreement or the execution and delivery hereof or in respect of the validity or execution of any Warrant Certificate (except, nothing in each case, its countersignature thereof); nor shall the Warrant Agent be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate to be complied with by the Company; nor shall constitute the Warrant Agent be responsible for the making of any adjustment in the number and/or kind of shares issuable upon the exercise of a waiver Warrants required under the provisions of Article V or limitation be responsible for the manner, method or amount of rights any such change or the ascertaining of the existence of facts that would require any such change; nor shall the Trust Warrant Agent by any act hereunder be deemed to make any representation or Investment Adviser warranty as to the authorization or reservation of any Warrant Exercise Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Warrant Exercise Shares will, when issued, be validly issued and fully paid and non-assessable. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrant Certificate authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants. (ii) The Warrant Agent shall have no liability under, and no duty to inquire as to, the provisions of any agreement, instrument or document other than this Agreement, including any Warrant Certificate. (iii) The Warrant Agent may rely on and shall incur no liability or responsibility to the Company, any Holder, or any other Person for any action taken, suffered or omitted to be taken by it upon any notice, instruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or other paper, document or instrument furnished to the Warrant Agent hereunder and reasonably believed by it to be genuine and to have under federal been signed, sent or state securities lawspresented by the proper party or parties. In addition, Subadviser The Warrant Agent shall be liable for under no duty to inquire into or investigate the validity, accuracy or content of any damagessuch notice, expensesinstruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or losses other paper, document or instrument. The Warrant Agent shall not take any instructions or directions except those given in connection accordance with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (biv) Except The Warrant Agent shall act hereunder solely as may otherwise agent for the Company and in a ministerial capacity and does not assume any obligation or relationship of agency or trust with any of the Holders, and its duties shall be required determined solely by the provisions hereof. The Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken in connection with this Agreement except to the extent that a court of competent jurisdiction determines that its own gross negligence, willful misconduct or bad faith (as each is determined by a final, nonappealable judgment) was the primary cause of any loss. (v) Anything in this Agreement to the contrary notwithstanding, absent fraud or willful misconduct, in no event shall the Warrant Agent be liable for any special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage. Notwithstanding anything contained in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement shall be limited in the aggregate to an amount equal to the annual fees paid by the Company to the Warrant Agent hereunder. (vi) All rights and obligations contained in this Section 8.3 shall survive the termination of this Agreement and the resignation, replacement, incapacity or removal of the Warrant Agent. All fees and expenses incurred by the Warrant Agent prior to the resignation, replacement, incapacity or removal of the Warrant Agent shall be paid by the Company in accordance with this Section 8.3 of this Agreement notwithstanding such resignation, replacement, incapacity or removal of the Warrant Agent. (vii) The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to the provisions of this Agreement. (viii) In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (including under Section 14)software or hardware) services. (ix) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the 1940 Act or the rules thereunder or other applicable lawWarrant Agent, the Subadviser agrees that the Trust and the Investment Advisermay, in its sole discretion, refrain from taking any affiliated person thereofaction, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall be fully protected and shall not be liable forin any way to the Company or any Holder or other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or subject uncertainty to any damages, expenses, or losses in connection with, any act or omission connected with or arising out the satisfaction of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsWarrant Agent.

Liability. 12.1. RhinoStay will use reasonable skill and care in the provision and delivery of the Services to the Owner. 12.2. RhinoStay’s liability for the aggregate of all claims against RhinoStay, arising out of and in respect of any alleged breach of agreement or alleged breach of a legal duty or fault or negligence on RhinoStay’s part (a) Except collectively hereinafter referred to as may otherwise “the claims”), shall be required limited to the amount of the fees paid or payable to RhinoStay (hereinafter referred to as the “Maximum Liability Amount”). 12.3. In determining RhinoStay’s liability for the purpose of calculating the “Maximum Liability Amount”, an arbitrator or court shall limit such liability to that proportion of the loss or damage that the Owner has suffered which is ascribed to RhinoStay by such arbitrator or court allocating a proportionate responsibility, having regard to the contribution to the loss or damage in question by the Owner, or any other person, based upon relative degrees of fault; it being a term of the Agreement that the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person section 1 of the SubadviserApportionment of Damages Act, 1956, as amended, will apply to all claims between the Parties and each person, if any, who, that “breach of agreement or negligence or gross negligence” and “damages” or “losses” as used herein shall be deemed to fall within the meaning of Section 15 “fault” and “damage” as contained in section 1 of the 1933 Apportionment of Damages Act, controls 1956, as amended. Notwithstanding a foregoing, RhinoStay’s liability to the SubadviserOwner shall in no circumstance exceed the lower of the Maximum Liability Amount or the amount determined by the aforementioned apportionment of responsibility, shall not be liable for, as the case may be. 12.4. The remedies available and the liability RhinoStay accepts are the only remedies and to the extent permissible by law the absolute limit of RhinoStay’s liability arising under or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoingAll other liability is expressly excluded. 12.5. All warranties, nothing contained terms, conditions, representations (other than those expressly set out in this Agreement Agreement) are excluded, including but not limited to all implied, tacit and statutory terms. Under no circumstances shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall RhinoStay be liable for any damages, expenses, losses arising in any way from or losses in connection with any act fraudulent acts, omissions or omission arising out misrepresentations on the part of the Owner and the Owner agrees to indemnify RhinoStay and hold RhinoStay harmless in respect of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under such loss. 12.6. The Owner agrees to indemnify, defend and hold harmless RhinoStay, its directors, officers, employees, consultants, agents, and affiliates, from any and all third-party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from use of this service or breach of this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. 14.1 Standard of Care (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered In performing its duties under this Agreement, except by reason BNY will exercise the standard of care and diligence that a prudent professional custodian responsible for providing custodial and similar services to registered investment companies would observe in these affairs taking into account the Subadviser’s willful misfeasanceprevailing rules, practices, procedures and circumstances in the relevant market acting without bad faith, gross negligence, willful misconduct or gross negligence in fraud (the performance "Standard of Care"). (b) BNY shall provide the Subadviser’s dutiesCustomer, once annually upon reasonable request, with a SOC 1 report (or any comparable successor report thereto) by reason of reckless disregard of independent public accountants on BNY Mellon's system, relating to the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered provided by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations BNY Mellon under this Agreement. (bc) Except as BNY will make commercially reasonable efforts to not remove or replace with any other person, any Key Personnel without providing notice to Customer unless such Key Personnel is being terminated or suspended or notification is not practicable under the circumstances. (d) The Customer may otherwise reasonably request the replacement of Key Personnel during the Term. 14.2 Limitation of Liability (a) In no event will BNY or Customer be required by the provisions liable for any indirect, incidental, consequential, exemplary, punitive or special losses or damages, or for any loss of revenues, profits or business opportunity, arising out of or relating to this Agreement (including under Section 14), the 1940 Act whether or the rules thereunder not foreseeable and even if BNY or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 Customer have been advised of the 1933 Actpossibility of such losses or damages). (b) BNY's liability arising out of or relating to this Agreement will be limited solely to those direct damages that are caused by BNY's failure to perform its obligations under this Agreement in accordance with the Standard of Care. (c) Notwithstanding anything to the contrary set forth in this Agreement, controls the Trust or Investment Adviser, shall not in no event will BNY be liable for, for any losses or subject to any damages, expenses, or losses in connection with, any act or omission connected with or damages arising out of any services rendered under this Agreementof the following: (i) Customer's or an Authorized Person's decision to invest in or hold Assets in any particular country, including any losses or damages arising out of or relating to: (A) the financial infrastructure of a country; (B) a country's prevailing custody and settlement practices; (C) nationalization, expropriation or other governmental actions; (D) a country's regulation of the banking or securities industry; (E) currency and exchange controls, restrictions, devaluations, redenominations, fluctuations or asset freezes; (F) laws, rules, regulations or orders that at any time prohibit or impose burdens or costs on the transfer of Assets to, by or for the account of Customer or (G) market conditions which affect the orderly execution of securities transactions or affect the value of securities; (ii) BNY's reliance on and acting in accordance with Instructions; (iii) BNY's receipt or acceptance of fraudulent, forged or invalid Securities (or Securities which are otherwise not freely transferable or deliverable without encumbrance in any relevant market); (iv) For any matter with respect to which BNY is required to act only upon the receipt of Instructions, (A) BNY's failure to act in the absence of such Instructions or (B) Instructions that are late or incomplete or do not otherwise satisfy the requirements of Section 3.2(e), whether or not BNY acted upon such Instructions; (v) BNY receiving or transmitting any data to or from Customer or any Authorized Person via any non-secure method of transmission or communication selected by Customer; (vi) Customer's or an Authorized Person's decision to invest in Securities or to hold Cash in any currency; (vii) The insolvency of any Person, including a Subcustodian that is not a BNY Affiliate, Depository, broker, bank or a counterparty to the settlement of a transaction or to a foreign exchange transaction, except by reason to the extent arising directly from BNY's failure to exercise the Standard of the Trust’s Care in selecting, retaining, and monitoring a Subcustodian that is not a BNY Affiliate; (viii) Any inability of BNY, a Subcustodian or Investment Adviser’s willful misfeasance, bad faithany of their respective agents to file claims for exemptions or refunds or otherwise obtain relief from Tax Obligations due to (A) Customer's failure to provide, or gross negligence delay in the performance providing, Tax Information to BNY, (B) any failure of their dutiesCustomer to comply with applicable tax laws, or (C) any failure or refusal of any taxing authority to provide such relief; or (ix) The use of any third party appointed or selected by ▇▇▇▇▇▇▇▇, or by reason BNY at the express request of reckless disregard Customer. (d) If BNY is in doubt as to any action it should or should not take, either pursuant to, or in the absence of, Instructions, at BNY's expense, BNY may obtain the advice of the Trust’s either reputable counsel of its own choosing or Investment Adviser’s obligations counsel to Customer, and duties under this Agreement. Notwithstanding the foregoing, nothing contained BNY will not be liable for acting in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsaccordance with such advice.

Liability. (a) Except Hexagon does not control the Materials posted via the Service and, as may such, does not guarantee the accuracy, integrity or quality of such Materials. Under no circumstances will Hexagon be liable in any way for any Materials, including, but not limited to, any errors or omissions in any Materials, or any loss or damage of any kind incurred as a result of the use of any Materials posted, emailed, transmitted or otherwise made available via the Service. b) If You are located outside the United States or Canada: Irrespective of the legal reasons, Hexagon shall only be required by the provisions of liable for damages incurred under this Agreement (including under Section 14), the 1940 Act if such damage causes death or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities lawspersonal injury. In additionall other cases, Subadviser neither Hexagon nor its employees, agents and subcontractors shall be liable for any damages, expenses, kind of damage or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementclaims hereunder. (bc) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence If You are located in the performance of their dutiesUnited States or Canada: IN NO EVENT SHALL HEXAGON BE LIABLE TO YOU, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this AgreementCOMPANY OR TO ANY THIRD PARTY FOR ANY DAMAGES IN AN AMOUNT IN EXCESS OF $100 ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE ^K&dt Z KZ /E KEE d/KE t/d, , y 'KE͛^ WZK SERVICES PERTAINING TO THE SOFTWARE, OR AS A RESULT OF ANY DEFECT IN THE SOFTWARE. Notwithstanding the foregoingTHIS DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST HEXAGON, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsWHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION ANY ACTION FOR NEGLIGENCE. YOUR SOLE REMEDY IN THE EVENT OF BREACH OF THIS AGREEMENT BY HEXAGON OR FOR ANY OTHER CLAIM RELATED TO THE SOFTWARE OR HEXAGON MATERIALS SHALL BE TERMINATION OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL HEXAGON AND ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES EVEN IF IT HAS KNOWLEDGE OR REASON TO KNOW OF SUCH DAMAGES OR LOSS.

Liability. 7.1 Notwithstanding that MedCo shall use its reasonable endeavours to procure that the Database Data is accurate, the Data Contributor acknowledges that the Database Data has been supplied by third parties (awhich may include the Data Contributor and or its Personnel ), and that MedCo has no control whatsoever over the accuracy, completeness and or usefulness (for a specified purpose or otherwise) Except as may otherwise be required of that data and MedCo does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness and or suitability of the Database Data and MedCo hereby excludes to the fullest extent permitted by law all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Database Data in that regard. 7.2 The maximum aggregate liability of MedCo under or in connection with this Agreement in respect of all claims by the provisions Data Contributor against MedCo giving rise to the liability of MedCo whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise shall not exceed 100% of Charges paid by the Data Contributor to MedCo during the preceding 12 month period pursuant to this Agreement. 7.3 Without prejudice to Clause 7.2, neither party shall be liable to the other party under this Agreement for any loss of profit or for any indirect special or consequential loss or damage of any kind (including without limitation, any loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of contract or otherwise. 7.4 Nothing in this Agreement shall limit the liability of any party for death or personal injury caused by the negligence of that party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in this Agreement. 7.5 Unless expressly stated to the contrary, each party shall ensure that its Personnel comply with the terms and conditions set out in this Agreement (as appropriate). Each party shall be liable for the actions or omissions of its Personnel (including under Section 14), without limitation the 1940 Act Users) as if they were actions or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person omissions of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreementrelevant party. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation for the avoidance of rights that the Trust or Investment Adviser may have under federal or state securities laws. In additiondoubt, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, MedCo shall not be liable for, for actions or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out omissions of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsUsers.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person The duties of the Subadviser, and each person, if any, who, within Trader shall be confined to those expressly set forth herein with respect to the meaning of Section 15 of the 1933 Act, controls the Subadviser, Allocated Assets. The Trader shall not be liable for, or subject to for any damages, expenses, or losses in connection with, any act or omission connected with or loss arising out of any services rendered under this Agreementportfolio investment or disposition hereunder, except by reason of the Subadviser’s a loss resulting from willful misfeasance, bad faith, faith or gross negligence in the performance of the Subadviser’s its duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreementhereunder. Notwithstanding Under no circumstances shall the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall Trader be liable for any damages, expenses, or losses in connection with loss arising out of any act or omission arising out taken by another CTA, or any other third party, in respect of any services rendered portion of the Fund’s assets not managed by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under the Trader pursuant to this Agreement. (bi) Except The Trader hereby acknowledges, understands and agrees that (i) the Company is registered as may otherwise be required by a Segregated Portfolio Company (ii) the provisions of Company is entering into this Agreement on behalf of SPC 12 in respect of the Allocated Assets, (iii) all of the liabilities and obligations of SPC 12 to the Trader under this Agreement are expressly limited to the assets of SPC 12 comprising the Allocated Assets. Without in any way limiting the generality of the foregoing the Trader hereby waives any right to seek redress against any person, entity or property (including under Section 14)the Company, the 1940 Act or the rules thereunder or other applicable lawFund, the Subadviser agrees that Adviser and any of their respective shareholder, members, partners, directors, officers, principals and affiliates) for amounts or damages due or alleged to be due to the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or Trader from SPC 12 arising out of any services rendered or relating to this Agreement. (ii) The Trader hereby acknowledges, understands and agrees that (i) the Onshore LLC is registered as a Delaware series limited liability company (ii) the Onshore LLC is entering into this Agreement on behalf of Series 12 in respect of the Allocated Assets, (iii) all of the liabilities and obligations of Series 12 to the Trader under this Agreement, except by reason Agreement are expressly limited to the assets of Series 12 comprising the Allocated Assets. Without in any way limiting the generality of the Trust’s foregoing the Trader hereby waives any right to seek redress against any person, entity or Investment Adviser’s willful misfeasanceproperty (including the Onshore LLC, bad faiththe Portfolio, or gross negligence in the performance Fund, the Adviser and any of their dutiesrespective shareholder, members, partners, directors, officers, principals and affiliates) for amounts or by reason damages due or alleged to be due to the Trader from Series 12 arising out of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under relating to this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. The Scooter Owner shall be held liable for all losses incurred as a result of unauthorized conduct, if the Scooter Owner has acted illicitly or has intentionally (aon purpose) Except or due to gross negligence failed to fulfill the requirements prescribed in these Terms above. The Scooter Owner shall assume liability for all losses, assumed commitments, or other activities carried out on the Scooter Owner’s profile until BULLRIDE has been warned about situations stipulated in these Terms above and when BULLRIDE has had sufficient time to block access to the Scooter Owner’s profile. If, as may otherwise be required by the provisions a result from illicit activity of this Agreement (including under Section 14)BULLRIDE, the 1940 Act or Scooter Owner suffers losses, BULLRIDE shall not reimburse any losses inflicted upon the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, whoScooter Owner. The Operator has asserted to BULLRIDE that, within the meaning scope of Section 15 its activities, it observes all legal requirements applicable to the activities that it carries out, including, assesses and with due diligence makes sure of the 1933 Actaccuracy and completeness of data provided by the Riders. The Scooter Owner is aware of and confirms that BULLRIDE is not responsible for the accuracy and completeness of the information provided by the Rider and/or the Operator. BULLRIDE shall be fully released from liability towards the Scooter Owner for any loss that the Scooter Owner has or might suffer as a result of using the Platform or purchasing scooters, controls including: • if the SubadviserScooter Owner has sold his/her/its scooters with a discount or a ▇▇▇▇-up; • if the Scooter Owner has failed to observe the Agreement provisions; • as a result of illicit conduct of third parties until the moment when the Scooter Owner’s profile is blocked pursuant to procedures established in the present Terms; • due to interrupted communications and other interruptions or obstacles that are not dependent on BULLRIDE; • if, pursuant to the Agreement, the Scooter Owner’s access to the Scooter Owner’s profile has been blocked; • due to the Rider infringing the Rider Agreement or the Rider’s illicit conduct; • due to the Operator infringing its agreement with BULLRIDE or the Operator’s illicit conduct; • due to the performance or delayed performance of the Scooter Owner’s commitments arising from the scooter purchase agreements; • due to the Operator infringing the scooter purchase agreement and/or any other agreement; • if a Scooter is stolen, damaged, destroyed, or otherwise decommissioned. BULLRIDE is not obliged to make any payments to the Scooter Owner with respect to the Scooter Rental Revenue, before BULLRIDE has received such payments from the Rider. BULLRIDE and/or the Operator does not have to repay or compensate to the Scooter Owner for the paid scooter purchase price or any part thereof. Scooter Owners shall settle transactions on the Platform directly and on their own discretion. Scooter Owners are entitled to use the agreement forms offered on the Platform at their own discretion and at their own risk. BULLRIDE shall not be liable forresponsible for possible commitments arising from laws that might apply to the Scooter Owners as a result of transactions concluded on the Platform. If the Scooter Owner denies having authorized (given consent) the performance of a transaction, the use of the Scooter Owner’s profile and password shall be deemed sufficient evidence for that the Scooter Owner has given consent to the transaction or that he/she/it has acted fraudulently, or subject has intentionally or negligently failed to any damagesfulfill the duties prescribed in the present Terms. The Parties shall not be held responsible for failure to fulfill their respective obligations if the non-fulfillment has occurred due to reasons that are independent on the Parties’ will and have resulted from force majeure circumstances. A Party may make a reference to force majeure circumstances only and solely in case if it has taken all steps that depend on it in order to fulfill the obligations prescribed in the Terms. Once the force majeure circumstances have been prevented, expensesthe Party must immediately resume the performance of its duties. The Parties shall consider such circumstances as force majeure circumstances, which the Parties could not have predicted or losses affected, including: • extraordinary and unavoidable circumstances of acts of God, including but not limited to natural disasters, fire, flood, an earthquake, warfare, terror acts, riots and strikes; • the delay to fulfil obligations (moratorium) established by a statutory act binding for BULLRIDE and/or the Operator; • technical failures, delays, malfunctions, failure of computers and/or communications systems, and/or hardware, and/or software; power supply malfunctions or other critical infrastructure malfunctions at BULLRIDE; • decisions and/or activities of local and/or foreign public authorities, and/or international organizations; • entry into force and/or amendments, and/or suspension of a statutory act binding for BULLRIDE and/or the Operator affecting the fulfilment of obligations under the present Terms; • other circumstances, which the Parties could not have prevented or predicted. The Parties shall not consider a pandemic as force majeure circumstances. However, a lockdown in connection with, any act or omission connected with or arising out which persons are not able to leave their homes normally shall be considered as force majeure circumstances. As the Parties use means of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in communication during the performance of the Subadviser’s dutiesAgreement, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, BULLRIDE shall not be liable forheld responsible for any loss incurred due to interrupted service of mail, electronic or other means of communication, as well as technologies ensuring the respective BULLRIDE services, including, but not limited to, interrupted service of means of communication, interruptions in the functioning of the Platform, electronic data exchange and payment system of credit institutions, payment institutions or electronic money institutions (incl., online banking). BULLRIDE reserves the absolute right to take all actions it considers necessary against all parties howsoever involved in the unauthorized use of its Platform and without notice, in order to vindicate its rights and prevent such unauthorized use, including using blocking technology (which may itself involve conducting automated searches of such parties’ websites, screen scraping therefrom, causing such parties’ websites, or subject to any damages, expenses, similar or losses in connection with, any act associated actions) and/ or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsissuing legal proceedings.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment The Sub-Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forto Adviser, Adviser's Client or subject their shareholders or their successors or assigns under this Agreement for any act or failure to act taken or omitted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Adviser and Adviser's Client if such act or failure to act did not involve gross negligence, fraud or a breach of this Agreement on the part of the Sub-adviser. (b) The Sub-Adviser shall not be responsible for any damages, expenses, or losses in connection with, loss incurred by reason of any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasanceAdviser, bad the Account Holder, the Custodian, or any broker-dealer, but shall make reasonable efforts to require that any broker-dealer it selects properly performs its obligations. (c) The Sub-Adviser shall not be liable to the Adviser or the Adviser's Client for any damage or loss resulting from legislation, actions by public authorities, acts of war, natural disasters, strikes, blockades, boycotts, lockouts or similar circumstances. (d) The Sub-Adviser shall not be liable for any damage or loss which is caused by securities exchanges or other marketplaces, custodian institutions, central securities depositories, clearing organizations, or other parties which provide equivalent services, and nor shall the Sub-Adviser be liable for any loss or damage caused by contractors selected by Sub-Adviser with due care or those who have been recommended by the Adviser or Adviser's Client. Nor shall the Sub-Adviser be liable for any damage or loss that occurs to the Adviser or the Adviser's Client or any other affiliate or interest holder due to restrictions upon disposal that may be applied against the Sub-Adviser in respect of financial instruments. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, or gross negligence and therefore nothing herein shall in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall any way constitute a waiver or limitation of any rights that the Trust or Investment Adviser clients may have under any federal or state securities laws. In additionSub-Adviser intends to review applicable state insurance investment regulations and to share its understanding of them with the Adviser. Adviser understands that any information Sub-Adviser may provide with respect to its understanding of such regulations does not constitute legal, Subadviser shall be liable tax or regulatory advice and is for any damages, expenses, or losses in connection informational purposes only. Adviser acknowledges that it and/or Adviser's Client is/are solely responsible for the investment guidelines and compliance with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. The Issuer and the Trustee severally acknowledge to each Seller and agree that: (a) Except as may otherwise be required by the provisions no breach of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviserrepresentations and warranties in, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, nor any act or omission connected with or arising out in respect of, the provisions of Clause 8.2 shall give rise to any services rendered under this Agreement, except by reason claim for damages on the part of the Subadviser’s willful misfeasance, bad faith, Issuer or gross negligence in the performance Trustee against any Mortgagee or any remedy whatsoever against any Mortgagee and the sole remedy of each of the Subadviser’s duties, or by reason of reckless disregard Issuer and the Trustee in respect thereof (with the exception of the Subadviser’s obligations representation and duties under this Agreement. Notwithstanding warranty in paragraph (ll) of Clause 8.2 to which the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation provisions of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser paragraph (d) below will apply) shall be liable for any damagesto take such action under Clause 8.6 as may be available to it and that no breach of, expenses, or losses in connection with nor any act or omission arising out of in respect of, any services rendered by third parties warranty or representation other than those representations and warranties contained in Clause 8.2 (but not paragraph (ll) thereof) shall entitle the Issuer or the Trustee to require that Subadviser hires Seller to repurchase any Mortgage in connection accordance with fulfilling Subadviser’s obligations under Clause 8.6 or otherwise provided that this Agreement.paragraph (a) shall not limit the remedies available to the Issuer and/or the Trustee (or the exercise thereof) against the Seller if it, having become bound to repurchase a Mortgage in accordance with Clause 8.6, fails to do so; (b) Except as may otherwise be required by the provisions of this Agreement subject and without prejudice to paragraph (including under Section 14a), the 1940 Act no Mortgagee shall have any liability or the rules thereunder responsibility (whether, in either case, contractual, tortious or other applicable lawdelictual, the Subadviser agrees that the Trust and the Investment Adviser, express or implied) for any affiliated person thereof, and each person, if any, who, within the meaning loss or damage for or in respect of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable forany breach of, or subject to any damages, expenses, or losses in connection with, any act or omission connected with in respect of, any of the obligations on the part of the Borrower under any Mortgage suffered by the Issuer or arising out of any services rendered under this Agreement, except the Trustee by reason of such breach, act or omission; (c) if, after the Trust’s Closing Date, the terms of any Mortgage are varied or Investment Adviser’s willful misfeasancewaived in any way with the consent of the Issuer and the Trustee (which shall include but not be limited to any rescheduling of the amounts secured by such Mortgage or renegotiation of such terms), bad faiththe Issuer and the Trustee shall be subject to, and bound by, such variation or gross negligence waiver and the Seller shall not have any obligation therefor or be in any way affected thereby; and (d) except in the performance case of their dutiesfraud, or by reason of reckless disregard no breach of the Trust’s representation and warranty in, nor any act or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding omission in respect of, the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation provisions of rights that the Subadviser may have under federal or state securities laws.paragraph (ll) of Clause

Liability. (a) Except as may otherwise be ELSC shall exercise reasonable care and due diligence in performing the services required by this Agreement. To the provisions of this Agreement extent that ELSC is required to appear in, or is made a defendant in any legal action or other proceeding commenced by a party (other than the Master Servicer, the Trust, the Eligible Lender Trustee or their assignees) with respect to any matter arising hereunder, the Master Servicer shall indemnify and hold ELSC and its officers, directors, employees and agents harmless from all loss, liability and expense (including under Section 14)reasonable attorney’s fees) except for any loss, liability or expense arising out of or relating to ELSC’s acts or omissions with regard to the 1940 Act or performance of services hereunder. (b) ELSC shall indemnify and hold the rules thereunder or other applicable lawMaster Servicer, the Trust (and its assigns including the Indenture Trustee, and the Investment Adviser agree Noteholders) and the Eligible Lender Trustee and their respective officers, directors, employees and agents harmless from all loss, liability and expense (including reasonable attorney’s fees) arising out of or relating to ELSC’s acts or omissions with regard to the performance of services hereunder; provided, however, that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, ELSC shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, such services except for its negligence or by reason of reckless disregard of the Subadviser’s obligations misconduct and duties under this Agreement. Notwithstanding the foregoing, nothing contained provided further that in this Agreement no event shall constitute a waiver ELSC be responsible or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection consequential damages with respect to any act or omission matter whatsoever arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bc) Either party shall have the right to mitigate its liability under this Agreement by taking such actions as may be appropriate, including but not limited to reperformance. (d) Except as to Student Loans originated by ELSC, (i) ELSC does not assume, and acceptance for servicing shall not result in, any responsibility for the correctness or completeness of Student Loan-related papers or electronic files transmitted to ELSC as a part of or in conjunction with the commitment of any Student Loans to ELSC for servicing under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc., and (ii) ELSC shall not be responsible for any procedural errors or omissions (including due diligence violations) which may otherwise have occurred prior to initiation of servicing of a Student Loan by ELSC under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc. ELSC shall not be required responsible for any inaccurate - 9 - information that would invalidate the guarantee of a Financed Student Loan contained in any Financed Student Loan application, Loan Verification Certificate or related documentation forwarded by the provisions of this Agreement Master Servicer to ELSC. (including under Section 14), e) If a Financed Student Loan is denied the 1940 Act guarantee by a Guarantor or the rules thereunder loss of federal interest, special allowance, and/or insurance benefits due to a breach by ELSC of its obligations under this Agreement, ELSC shall have the right to take any action not prohibited by law or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each personregulation to reduce its losses, if any, whohereunder, including but not limited to curing, at its own expense (to the extent such expenses exceed ELSC standard servicing fee), any origination, due diligence or other servicing violation under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc. If any lost guarantee is not reinstated within the meaning of Section 15 twelve (12) months of the 1933 Actdate ELSC learns of the loss of the guarantee on a Financed Student Loan, controls ELSC shall take actions which make the Trust or Investment AdviserLender whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, ELSC may delay taking such actions by obtaining the written consent of the Master Servicer not less often than each ninety (90) days that ELSC has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. During such delay, ELSC agrees to pay any accrued interest on the Financed Student Loans that may be uninsured. (f) The Master Servicer shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered enforce its rights under this Agreement, except by reason Section 10 on behalf of the Trust. The parties hereby agree that the Indenture Trustee or the Trust, for the benefit of the Noteholders, may enforce the Master Servicer’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence rights under this Section 10 in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights event that the Subadviser may have under federal or state securities lawsMaster Servicer shall fail to enforce such rights.

Liability. (a) Except as may otherwise be required by the provisions None of this Agreement Permira, nor any of its Affiliates or their respective partners, members, employees or agents (including under Section 14)collectively, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, “Permira Designees”) shall not be liable forto the Company or any of its subsidiaries or Affiliates for any loss, liability, damage or subject to any damagesexpense (collectively, expenses, or losses in connection with, any act or omission connected with or a “Loss”) arising out of any or in connection with this Agreement or the performance of services rendered under contemplated hereunder (including, without limitation, the performance of services provided pursuant to Section 4(b) above), unless and then only to the extent that such Loss is determined by a court of competent jurisdiction in a final, non-appealable determination to have resulted from gross negligence or willful misconduct on the part of Permira or the Permira Designees, and in no event shall the aggregate liability of Permira and the Permira Designees with respect to this Agreement or the services provided hereunder exceed the aggregate amount of all Monitoring Fees and Transaction Fees paid to Permira or its designees pursuant to this Agreement. Permira makes no representations or warranties, except express or implied, in respect of the services to be provided by Permira or the Permira Designees. Except as Permira may otherwise agree in writing on or after the date hereof, nothing herein will in any way preclude Permira, the Permira Funds or the Permira Designees or their respective partners (both general and limited), members (managing or otherwise), officers, directors, employees, agents or representatives from engaging in any business activities or from performing services for its own or their account or for the account of others, including for companies that may be or are in competition with the business conducted by the Company, and none of Permira, the Permira Funds or the Permira Designees shall have any duty (contractual or otherwise) to communicate or present any corporate opportunity to the Company or any of its subsidiaries or Affiliates and none of them shall have any liability to the Company or any of its subsidiaries or Affiliates for breach of any duty (contractual or otherwise) by reason of the Subadviser’s willful misfeasancefact that Permira, bad faiththe Permira Funds or the Permira Designees directly or indirectly pursue or acquire such opportunity for themselves, direct such opportunity to another Person or do not present such opportunity to the Company or any of its subsidiaries or Affiliates. In no event will any of the parties hereto be liable to any other party hereto for any punitive, exemplary, indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise), unless such liability is determined by a court of competent jurisdiction in a final, non-appealable determination to have resulted from gross negligence in or willful misconduct on the performance part of Permira or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementPermira Designees. (b) Except as may otherwise be required by the provisions None of this Agreement Spectrum, nor any of its Affiliates or their respective partners, members, employees or agents (including under Section 14)collectively, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, “Spectrum Designees”) shall not be liable for, to the Company or subject to any damages, expenses, of its subsidiaries or losses in connection with, Affiliates for any act or omission connected with or Loss arising out of any or in connection with this Agreement or the performance of services rendered under contemplated hereunder, unless and then only to the extent that such Loss is determined by a court of competent jurisdiction in a final, non-appealable determination to have resulted from gross negligence or willful misconduct on the part of Spectrum or the Spectrum Designees, and in no event shall the aggregate liability of Spectrum and the Spectrum Designees with respect to this Agreement or the services provided hereunder exceed the aggregate amount of all Monitoring Fees paid to Spectrum or its designees pursuant to this Agreement. Spectrum makes no representations or warranties, except express or implied, in respect of the services to be provided by Spectrum or the Spectrum Designees. Except as Spectrum may otherwise agree in writing on or after the date hereof, nothing herein will in any way preclude Spectrum, the Spectrum Funds or the Spectrum Designees or their respective partners (both general and limited), members (managing or otherwise), officers, directors, employees, agents or representatives from engaging in any business activities or from performing services for its own or their account or for the account of others, including for companies that may be or are in competition with the business conducted by the Company, and none of Spectrum, the Spectrum Funds or the Spectrum Designees shall have any duty (contractual or otherwise) to communicate or present any corporate opportunity to the Company or any of its subsidiaries or Affiliates and none of them shall have any liability to the Company or any of its subsidiaries or Affiliates for breach of any duty (contractual or otherwise) by reason of the Trust’s fact that Spectrum, the Spectrum Funds or Investment Adviser’s willful misfeasancethe Spectrum Designees directly or indirectly pursue or acquire such opportunity for themselves, bad faithdirect such opportunity to another Person or do not present such opportunity to the Company or any of its subsidiaries or Affiliates. In no event will any of the parties hereto be liable to any other party hereto for any punitive, exemplary, indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise), unless such liability is determined by a court of competent jurisdiction in a final, non-appealable determination to have resulted from gross negligence in or willful misconduct on the performance part of their duties, Spectrum or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsSpectrum Designees.

Liability. The Parties acknowledge the importance of Confidential Information and that unauthorized disclosure or improper use of it, outside the parameters established in this Agreement, would cause damage. Therefore, in case of breach of any of the obligations established in this Agreement, they undertake to indemnify the affected Party by each and every one of the damages that the breach has caused (a) Except as including consequential damage and loss of profits, and may otherwise be required even additionally claim compensation based on the benefit received by the provisions other Party as a consequence of the unauthorized disclosure of the Confidential Information. This Agreement does not grant any licenses or other intellectual property rights, nor does it constitute any obligation of the Disclosing Party to grant such rights. The Receiving Party may not reverse engineer, disassemble or decompose any prototypes, software or other tangible objects which embody Confidential Information. All information is made available “as is” and no warranties are given or liabilities of any kind are assumed with respect to the information disclosed. If a Receiving Party discloses or distributes Confidential Information to Permitted Recipients, or has given its consent to the respective disclosure or distribution of Confidential Information, that Receiving Party shall be liable for acts or omissions by its Permitted Recipients or by their employees (even where such Permitted Recipients ceased to be Permitted Recipient), as if such acts or omissions had been the Receiving Party’s own acts or omissions, where such acts or omissions result in unauthorized distribution, use and/or disclosure of such Confidential Information. This Agreement shall come into force on the Effective Date and shall expire one (1) year thereafter. It may be prematurely terminated with thirty (30) days' prior written notice. Each Party’s confidentiality obligations which accrued under this Agreement prior to termination or expiration of this Agreement shall continue for a period of two (2) years following termination or expiration of this Agreement (including survival period). The Disclosing Party may request in writing from the Receiving Party that the Receiving Party, at its discretion, either returns or destroys all Confidential Information in its possession and/or in possession of its Permitted Recipients. This provision shall not apply to copies of Confidential Information made as a matter of routine back-up which must be stored by the Receiving Party or Permitted Recipients under Section 14), the 1940 Act or the rules thereunder or other applicable mandatory law, provided that such copies shall be subject to the Trust and confidentiality obligation set forth herein until deleted. All disputes arising out of or in connection with this Agreement shall be finally settled in accordance with the Investment Adviser agree that the Subadviser, any affiliated person Rules of Arbitration (“Rules”) of the SubadviserArbitration and mediation Center of the Chamber of Commerce of Bruges, and each personBelgium. The seat of arbitration shall be Bruges, if anyBelgium. The language to be used in the arbitration proceeding shall be English. The arbitration will be executed by a mixed arbitrator, who, within during the meaning of Section 15 hearing is bound to the rules established by the parties, but renders its arbitral award under the rules of the 1933 ActCode of Civil Procedure of Belgium, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out as a judge of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreementa national court. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement(arbitro mixto). (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. 11.1 Each of the Companies (athe “Indemnifying Parties”) Except agrees jointly and severally to indemnify the Banks, their respective Affiliates, the respective agents, officers, directors and employees of the Banks and their Affiliates (the “Indemnified Parties”) from and against any and all actions, claims, demands, proceedings, investigations, liabilities or judgements (collectively “Claims”) and any and all losses, damages, costs, charges and expenses, including all costs, expenses and fees connected with the investigating, preparing or defending any such claim (collectively “Losses”) which any Indemnified Party may suffer or incur relating to or arising out of the provision of the Services, except to the extent such losses are due to the gross negligence or willful misconduct of any Indemnified Party and additionally each Indemnifying Party will reimburse each Indemnified Party for all reasonable costs and expenses which are properly incurred by that Indemnified Party in connection with litigation or investigation in which any Indemnified Party is involved (as principal or witness) arising out of the Services, except to the extent such losses are due to the gross negligence or willful misconduct of any Indemnified Party. 11.2 No Indemnifying Party will be responsible for any Claims or Losses to the extent that they are directly or indirectly a result of a default by an Indemnified Party or its Affiliates or the result of the gross negligence or willful misconduct of any Indemnified Party or any of its Affiliates. 11.3 Each Indemnified Party will, as soon as reasonably practicable, notify the Indemnifying Party upon becoming aware of any Claim or threatened Claims of any kind which may give rise to a liability on the part of the Indemnifying Party under this Section 11; provided, however, that the failure so to notify the Indemnifying Parties shall not relieve the Indemnifying Parties of any liability that they may have to such Indemnified Parties pursuant to this Section 11, unless the delay in notification has prejudiced the Indemnifying Party, but in any event shall not relieve the Indemnifying Parties from any liability which they may have otherwise be required by the provisions than on account of this Agreement (including under Section 14)Section11. Notwithstanding the above, following such notification, the 1940 Act Indemnifying Parties may elect in writing to assume the defense of such action or the rules thereunder or other applicable lawproceeding, the Trust and the Investment Adviser agree that the Subadviserand, any affiliated person of the Subadviserupon such election, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, it shall not be liable for, for any legal costs subsequently incurred by such Indemnified Party (other than the reasonable costs of investigation or subject to any damages, expenses, or losses providing evidence) in connection withtherewith, any act unless (i) the Indemnifying Parties have failed to provide counsel reasonably satisfactory to such Indemnified Party in a timely manner, (ii) counsel which has been provided by the Indemnifying Parties reasonably determines that its representation of such Indemnified Party would present it with a conflict of interest or omission connected with (iii) the Indemnified Party reasonably determines that there may be legal defenses available to it which are different from or arising out of any services rendered under this Agreement, except by reason of in addition to those available to the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this AgreementIndemnifying Parties. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights It is understood that the Trust or Investment Adviser may have under federal or state securities lawsIndemnifying Parties shall jointly and severally reimburse such fees and expenses as they are incurred in respect of (i), (ii) and (iii). In addition, Subadviser The Indemnifying Parties shall not be liable for any damages, expenses, or losses in connection with any act or omission arising out settlement of any services rendered by third parties such proceeding effected without its (or their) written consent (provided that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, such consent shall not be liable forunreasonably withheld or delayed), but if settled with such consent (or subject without such consent in circumstances where such consent shall have been unreasonably withheld or delayed as aforesaid) or if there be a final judgment for the plaintiff, the Indemnifying Parties agree to indemnify the Indemnified Party from and against any damages, expenses, loss or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except liability by reason of such settlement or judgement. The Indemnifying Parties will not settle any proceeding without the Trust’s written consent of the relevant Indemnified Party unless such settlement includes an unconditional release of such Indemnified Party on claims that are the subject matter of such proceeding and does not include a statement as to an admission of fault, culpability or Investment Adviser’s willful misfeasance, bad faith, failure to act by or gross negligence on behalf of any Indemnified Party. Each Indemnified Party and the Indemnifying Party in the performance conduct of their duties, or by reason of reckless disregard litigation shall have regard to the legitimate interests of the Trust’s other and avoid unnecessarily prejudicing such interests and shall give to the other notice of all material developments in the conduct of any Claim including notice of any proposed, actual or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation received offer of rights that the Subadviser may have under federal or state securities lawscompromise.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person The duties of the Subadviser, and each person, if any, who, within Trader shall be confined to those expressly set forth herein with respect to the meaning of Section 15 of the 1933 Act, controls the Subadviser, Allocated Assets. The Trader shall not be liable for, or subject to for any damages, expenses, or losses in connection with, any act or omission connected with or loss arising out of any services rendered under this Agreementportfolio investment or disposition hereunder, except by reason of the Subadviser’s a loss resulting from willful misfeasance, bad faith, faith or gross negligence in the performance of the Subadviser’s its duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreementhereunder. Notwithstanding Under no circumstances shall the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall Trader be liable for any damages, expenses, or losses in connection with loss arising out of any act or omission arising out taken by another CTA, or any other third party, in respect of any services rendered portion of the Fund’s assets not managed by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under the Trader pursuant to this Agreement. (bi) Except The Trader hereby acknowledges, understands and agrees that (i) the Company is registered as may otherwise be required by a Segregated Portfolio Company, (ii) the provisions of Company is entering into this Agreement on behalf of SP11 in respect of the Allocated Assets, and (iii) all of the liabilities and obligations of SP11 to the Trader under this Agreement are expressly limited to the assets of SP11 comprising the Allocated Assets. Without in any way limiting the generality of the foregoing, the Trader hereby waives any right to seek redress against any person, entity or property (including under Section 14)the Company, the 1940 Act or the rules thereunder or other applicable lawFund, the Subadviser agrees that Portfolio, the Trust Adviser and any of their respective shareholders, members, partners, directors, officers, principals and affiliates) for amounts or damages due or alleged to be due to the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or Trader from SP11 arising out of any services rendered or relating to this Agreement. (ii) The Trader hereby acknowledges and understands that (i) the Onshore LLC is a Delaware series limited liability company, (ii) the Onshore LLC is entering into this Agreement on behalf of Series 11 in respect of the Allocated Assets, and (iii) all of the liabilities and obligations of Series 11 to the Trader under this Agreement, except by reason Agreement are expressly limited to the assets of Series 11 comprising the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence Allocated Assets. Without in any way limiting the performance generality of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in the Trader hereby waives any right to seek redress against any person entity or property (including the Onshore LLC, the Portfolio, the Fund, the Adviser and any of their respective shareholders, members, partners, directors, officers, principals and affiliates) for amounts or damages due or alleged to be due to the Trader from Series 11 arising out of or relating to this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsAgreement.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act , or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding The Sub-Advisor is not responsible for supervising the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation Custodian Bank of rights that the Subadviser may have under federal or state securities lawsTrust.

Liability. (a) Except as may otherwise be required by ▇▇▇▇▇▇ agrees to assume the provisions liability for any Cargo Loss, according to the terms of this Agreement of the securely sealed container(s) from the time LOOMIS signs for and receives physical custody of the sealed container(s). The term “Cargo Loss” shall mean any loss or destruction of currency (including “Cargo”) that occurs while the Cargo is under Section 14)Loomis’ sole care, custody and control. LOOMIS’ responsibility terminates when the 1940 Act CUSTOMER or its designated consignee takes physical possession of the sealed container(s) and signs LOOMIS’ receipt. If it is impossible to complete the delivery, LOOMIS shall be responsible for any Cargo Loss until the sealed container(s) is returned to the CUSTOMER or its designated agent and a signed receipt obtained. While the sealed container(s) is stored in the CUSTOMER’S premises, ▇▇▇▇▇▇ does not assume the liability for any loss. If CUSTOMER conceals or misrepresents any material fact or circumstance concerning the property or container, or the rules thereunder contents thereof, LOOMIS will have no liability for any loss in any way related to such fact or other applicable law, circumstance. CUSTOMER agrees that ▇▇▇▇▇▇ does not undertake the Trust and the Investment Adviser agree that the Subadviser, any affiliated person obligation of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence an absolute insurer in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding ▇▇▇▇▇▇ reserves the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for right to take any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except and all action as may otherwise be reasonably necessary to prevent money laundering to the extent permitted under applicable law or regulation or as may be required by the provisions any regulatory body that may exert a right of this Agreement control over LOOMIS. UNDER NO CIRCUMSTANCES ▇▇▇▇ ▇▇▇▇▇▇ BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING FROM THE SUBJECT MATTER OR SERVICES OF THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; SUCH AS, BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF INTEREST, LOST DATA, DATA TRANSPORTATION OR TRANSMISSION ERROR OR ANTICIPATED PROFITS OR LOST BUSINESS. EXCEPT FOR ANY CARGO LOSS (including under Section 14WHICH SHALL BE SUBJECT TO THE MAXIMUM LIABILITY AMOUNT), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsIN NO EVENT SHALL LOOMIS’ LIABILITY TO CUSTOMER EXCEED THE SERVICE FEE PAID BY CUSTOMER TO LOOMIS FOR THE SERVICE OUT OF WHICH THE ALLEGED LIABILITY AROSE.

Liability. (a) Except as may otherwise be required The Securityholder Representative shall incur no liability of any kind to the Company Securityholders with respect to any actions or omissions taken by the provisions Securityholder Representative in connection with the Securityholder Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted gross negligence, fraud, willful misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, accountants and other professionals and experts retained by the Securityholder Representative shall be conclusive evidence of good faith). The Company Securityholders shall severally and not jointly (in accordance with their Pro Rata Share in the Company), indemnify, defend and hold harmless the Securityholder Representative from and against, compensate it for, reimburse it for and pay any and all losses, liabilities, claims, penalties, fines, forfeitures, actions, damages, costs and expenses, including the reasonable fees and expenses of counsel and experts and their staffs, all expenses of document location, duplication and shipment and disbursements, arising out of or in connection with the Securityholder Representative’s execution and performance of this Agreement and any agreements ancillary hereto (including under Section 14collectively, “Representative Losses”), in each case as such Representative Loss is suffered or incurred; provided, that in the 1940 Act event any such Representative Loss or any portion thereof is finally adjudicated to have been primarily caused by the gross negligence, fraud, willful misconduct or bad faith of the Securityholder Representative, the Securityholder Representative shall reimburse the Company Securityholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence, fraud, willful misconduct or bad faith. If not paid directly to the Securityholder Representative by the Company Securityholders, any such Representative Loss may be recovered from: (i) the funds in the Representative Reserve, (ii) the funds in the Escrow Account at such time as remaining amounts would otherwise be distributable to the Company Securityholders and (iii) the Milestone Consideration at such time as remaining amounts would otherwise be distributable to the Company Securityholders; provided, that while this section allows the Securityholder Representative to be paid from the aforementioned sources of funds, this does not relieve the Company Securityholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Securityholder Representative from seeking any remedies available to it at law or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Company Securityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Securityholder Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of the Securityholder Representative or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person termination of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding The Company Securityholders will not receive any interest or earnings on the foregoing, nothing contained Representative Reserve and irrevocably transfer and assign to the Securityholder Representative any ownership right that they may otherwise have had in this Agreement shall constitute a waiver any such interest or limitation of rights that the Trust or Investment Adviser may have under federal or state securities lawsearnings. In addition, Subadviser shall The Securityholder Representative will not be liable for any damagesloss of principal of the Representative Reserve other than as a result of its gross negligence, expensesfraud, willful misconduct or losses bad faith. The Securityholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in connection with any act or omission arising out the event of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations bankruptcy. As soon as practicable after the date on which the final obligation of the Securityholder Representative under this Agreement. (b) Except Agreement has been discharged or such other date as may otherwise the Securityholder Representative deems appropriate, the Securityholder Representative shall deliver any amounts remaining in Representative Reserve to the Exchange Agent, for further distribution to the Company Securityholders in accordance with their Pro Rata Share in the Company. For tax purposes, the Representative Reserve will be required treated as having been received and voluntarily set aside by the provisions Company Securityholders at the time of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsClosing.

Liability. (a) Except as may otherwise A. It is understood and agreed between the parties that each party hereto shall be required by responsible for its own acts of negligence in connection with this Agreement. Where injury or property damage results from the provisions joint or concurrent negligence of this Agreement (including under Section 14)both parties, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each personliability, if any, who, within shall be shared by each party on the meaning basis of Section 15 comparative responsibility in accordance with the applicable laws of the 1933 ActState of Texas, controls the Subadviser, shall not be liable for, or subject to all defenses available to them, including governmental immunity. Neither party shall be responsible to the other party for any damages, expenses, or losses in connection with, any negligent act or omission connected in connection with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding These provisions are solely for the foregoing, nothing contained in this Agreement benefit of the parties hereto and not for the benefit of any person or entity not a party hereto; nor shall constitute any provision hereof be deemed a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered defense available by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementlaw. B. THE SERVICES TO BE PROVIDED BY THE VENDORS AND DCS HEREUNDER ARE OFFERED “AS IS.” DCS HAS NO RESPONSIBILITY NOR BEARS ANY LIABILITY FOR THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE FAILURE OF THE HARDWARE OR SOFTWARE INCLUDED THEREIN OR ANY LOSS OF DATA ASSOCIATED WITH SUCH FAILURE. C. DCS’ ENTIRE LIABILITY AND RESPONSIBILITY FOR ANY AND ALL CLAIMS, DAMAGES OR LOSSES ARISING FROM USE OF THE SERVICES BY THE DISTRICT SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF FEES PAID BY THE DISTRICT THUS FAR. DCS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR CONTINGENT DAMAGES OR EXPENSES, WHETHER IN CONTRACT, TORT (bINCLUDING NEGLIGENCE) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)OR OTHERWISE, the 1940 Act or the rules thereunder or other applicable lawARISING IN ANY WAY OUT OF THIS AGREEMENT, the Subadviser agrees that the Trust and the Investment AdviserTHE SERVICES OR DCS’ PERFORMANCE OR LACK THEREOF UNDER THIS AGREEMENT, any affiliated person thereofINCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsLOSS OF REVENUES OR PROFIT OR LOSS OF DATA SUFFERED BY THE DISTRICT.

Liability. (a) Except as may otherwise be required by The Supplier indemnifies, and will at all times hold harmless, defend and keep the provisions Organisation and each of its Personnel indemnified (Indemnified Party) against any liabilities, losses, damages, costs and expenses (including all legal and settlement costs determined on a full indemnity basis) (Losses) or compensation arising out of, or in any way connected with, any: (i) personal injury, including sickness and death; (ii) property damage; (iii) a breach of an obligation of confidence or privacy, whether under this Agreement or otherwise; (iv) fraudulent acts or omissions; (v) any wilful misconduct or unlawful act or omission; (vi) breaches of logical or physical security; (vii) loss or corruption of Data; (viii) any third party claim arising out of a breach of this Agreement by the Supplier or its Personnel (including under Section 14), the 1940 Act breach of warranty) or the rules thereunder any negligent act or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person omission of the SubadviserSupplier or its Personnel; or (ix) any infringement or alleged infringement of the Intellectual Property Rights, and each Moral Rights or any other rights of any person, if anyincluding any third party, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forwhich was caused, or subject contributed to any damages, expenses, or losses in connection withby, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, Supplier or gross negligence in the performance any of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementits Personnel. (b) Except as may otherwise be required by The Supplier’s liability to indemnify the provisions of this Agreement (including Organisation under Section 14)clause 22(a) is reduced to the extent that any wilful, the 1940 Act unlawful or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any negligent act or omission connected with of the Organisation or arising out of its Personnel contributed to their liability, loss, damage, cost, expense or compensation. (c) To the extent that the indemnity in this clause 22 refers to persons other than the Organisation, the Organisation holds this clause on trust for those other persons. (d) If any services rendered indemnity payment is made by the Supplier under this Agreementclause 22, except the Supplier must also pay to the Indemnified Party an additional amount equal to any tax which is payable by reason the Indemnified Party in respect of that indemnity payment. (e) The Organisation may, in its absolute discretion, permit the Supplier, at the Supplier’s expense, to handle all negotiations for settlement and, as permitted by Law, to control and direct any litigation that may occur following a claim that receipt of the Trust’s Services or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard use of the TrustDetails: Provision of Services – RCV Secretariat Services Page: 25 of 44 Document: Agreement for the Provision of Services Original Issue: 17/05/2020 Current Version: Version 3.0 Current Version: 30/05/2023 Deliverables violates the Intellectual Property Rights, Moral Rights or any other rights of a third party (IPR Claim). (f) If the Organisation requests the Supplier to defend an IPR Claim in accordance with clause 22(e): (i) the Supplier must comply at all times with any Organisation policy relevant to the conduct of the IPR Claim and with any conditions imposed and directions given by the Organisation; (ii) the Supplier may not settle or compromise the IPR Claim conducted by it without the Organisation’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding consent; (iii) the foregoingOrganisation may, nothing contained in this Agreement shall constitute a waiver or limitation of rights at any time, give notice to the Supplier that the Subadviser may have under federal or state securities lawsOrganisation wishes to conduct the IPR Claim (including associated settlement discussions) and the Supplier will permit the Organisation to do so; and (iv) the Supplier must comply at all times with any instructions provided by the Organisation in relation to the day to day conduct and management of the IPR Claim.

Liability. The Issuer and the Trustee severally acknowledge to each Seller and agree that: (a) Except as may otherwise be required by the provisions no breach of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviserrepresentations and warranties in, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, nor any act or omission connected with or arising out in respect of, the provisions of Clause 8.2 shall give rise to any services rendered under this Agreement, except by reason claim for damages on the part of the Subadviser’s willful misfeasance, bad faith, Issuer or gross negligence in the performance Trustee against any Mortgagee or any remedy whatsoever against the Mortgagee and the sole remedy of each of the Subadviser’s duties, or by reason of reckless disregard Issuer and the Trustee in respect thereof (with the exception of the Subadviser’s obligations representation and duties under this Agreement. Notwithstanding warranty in paragraph 8.2(gg) of Clause 8.2 to which the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation provisions of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser paragraph (d) below will apply) shall be liable for any damagesto take such action under Clause 8.6 as may be available to it and that no breach of, expenses, or losses in connection with nor any act or omission arising out of in respect of, any services rendered by third parties warranty or representation other than those representations and warranties contained in Clause 8.2 (but not paragraph 8.2(gg) thereof) shall entitle the Issuer or the Trustee to require that Subadviser hires Seller to repurchase any Mortgage in connection accordance with fulfilling Subadviser’s obligations under Clause 8.6 or otherwise provided that this Agreement.paragraph (a) shall not limit the remedies available to the Issuer and/or the Trustee (or the exercise thereof) against that Seller if it, having become bound to repurchase a Mortgage in accordance with Clause 8.6, fails to do so; (b) Except as may otherwise be required by the provisions of this Agreement subject and without prejudice to paragraph (including under Section 14a), the 1940 Act no Mortgagee shall have any liability or the rules thereunder responsibility (whether, in either case, contractual, tortious or other applicable lawdelictual, the Subadviser agrees that the Trust and the Investment Adviser, express or implied) for any affiliated person thereof, and each person, if any, who, within the meaning loss or damage for or in respect of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable forany breach of, or subject to any damages, expenses, or losses in connection with, any act or omission connected with in respect of, any of the obligations on the part of the Borrower under any Mortgage suffered by the Issuer or arising out of any services rendered under this Agreement, except the Trustee by reason of such breach, act or omission; (c) if, after the Trust’s Closing Date, the terms of any Mortgage are varied or Investment Adviser’s willful misfeasancewaived in any way with the consent of the Issuer and the Trustee (which shall include but not be limited to any rescheduling of the amounts secured by such Mortgage or renegotiation of such terms), bad faiththe Issuer and the Trustee shall be subject to, and bound by, such variation or gross negligence waiver and the relevant Seller shall not have any obligation therefor or be in any way affected thereby; and (d) except in the performance case of their dutiesfraud, or by reason of reckless disregard no breach of the Trust’s representation and warranty in, nor any act or Investment Adviser’s obligations omission in respect of, the provisions of paragraph 8.2(gg) of Clause 8.2 shall give rise to any claim for damages on the part of the Issuer or the Trustee or any other person against the relevant Seller or any right of action or remedy whatsoever against the Mortgagee and duties under no breach of, nor any act or omission in respect of, the representation and warranty in paragraph 8.2(gg) of Clause 8.2 shall entitle the Issuer or the Trustee or any other person to require that Seller to repurchase any Mortgage in accordance with Clause 8.6 or otherwise to any remedy against the Mortgagee or any other person but this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation paragraph (d) of rights that the Subadviser Clause 14 is without prejudice to any obligation each Seller may have to repurchase any Individual Mortgage under federal or state securities lawsparagraph (c) of Clause 8.6.

Liability. (a) Except as may otherwise be required by the provisions of Recourse against each Pledgor and its Affiliates, members, partners, stockholders, officers, directors and employees under this Agreement shall be limited to the extent provided in Section 11.07 of the Indenture. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE TRUSTEE'S RIGHTS PURSUANT TO THIS AGREEMENT ARE EXPRESSLY LIMITED TO THE COLLATERAL PLEDGED HEREUNDER AND THE TRUSTEE'S SOLE RECOURSE WITH RESPECT TO EITHER OF THE PLEDGORS TO SATISFY THE OBLIGATIONS SECURED HEREBY SHALL BE TO EXERCISE REMEDIES WITH RESPECT TO THE COLLATERAL ONLY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER OF THE PLEDGORS SHALL BE LIABLE FOR ANY DEFICIENCY IF THE PROCEEDS OF ANY DISPOSITION OF THE COLLATERAL PLEDGED HEREBY IS INSUFFICIENT TO SATISFY THE OBLIGATIONS SECURED HEREBY. Neither Pledgor shall have any personal liability under this Agreement or any other instrument, document or agreement entered into or delivered in connection with this Agreement and the transactions contemplated hereby (including under Section 14)collectively, the 1940 Act or "Transaction Documents") and no recourse for the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out payment of any services rendered amount due under this Agreement, except by reason of for the Subadviser’s willful misfeasance, bad faithObligations secured hereby, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission claim arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)or any other Transaction Document, whether for failure to pay, perform or discharge any monetary or non-monetary obligation, breaches of representations, warranties or covenants, the 1940 Act occurrence of defaults, or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviserotherwise, shall not be liable fordue or owing, or subject to had or recoverable against or from, either Pledgor or any damagespast, expensespresent EXECUTION VERSION or future member, partner, shareholder, manager, director, officer, employee, agent, or losses in connection with, Affiliate of either Pledgor or Issuer (or any act successor or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsassign thereof).

Liability. The Sub-Adviser has not made, and does not make, any guarantee whatsoever as to the success or profitability of the Sub-Adviser’s trading methods and strategies and the Adviser acknowledges that it has received no such guarantee from the Sub-Adviser and has not entered into this Agreement in consideration of or in reliance upon any such guarantee or similar representation from the Sub-Adviser. Neither the Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall be liable for any error of judgment (aincluding, without limitation, trade errors) Except as may otherwise be required or mistake of law or for any loss suffered by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable lawAdviser, the Trust and or the Investment Adviser agree that the SubadviserFund (including, any affiliated person of the Subadviserwithout limitation, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s purchase, retention or sale of securities) in connection with the matters to which this Agreement relates except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the ▇▇▇▇ ▇▇▇) or a loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of the SubadviserSub-Adviser’s duties, duties or by reason of from reckless disregard by it of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Sub-Adviser’s obligations and duties under this Agreement. Notwithstanding The Adviser shall indemnify, and defend the foregoingSub-Adviser and its shareholders, nothing contained in members, officers, directors, employees, agents, control persons or affiliates of any thereof, and hold them harmless from and against any and all claims, losses, damages, liabilities and reasonably incurred out-of-pocket expenses (“Losses”), as they are incurred, arising out of or related to this Agreement or the business, operation, or administration of the Trust or the Fund, except to the extent such Losses are determined to have arisen directly and primarily out of, or have been determined to be based directly and primarily upon, the Sub-Adviser’s breach of fiduciary duty, willful misfeasance, bad faith or gross negligence in the performance of the Sub-Adviser’s duties or from reckless disregard by it of its obligations and duties under this Agreement. The Sub-Adviser shall constitute indemnify, and defend the Adviser and its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, and hold them harmless from and against any and all Losses, as they are incurred, that have been determined to have arisen directly and primarily out of, or have been determined to be based directly and primarily upon the Sub-Adviser’s breach of fiduciary duty, willful misfeasance, bad faith or gross negligence in the performance of the Sub-Adviser’s duties or from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also a waiver director, officer, employee, shareholder, member or limitation agent of rights that the Subadviser Sub-Adviser, who may have be or become an officer, director, trustee, employee or agent of the Trust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust (other than services or business in connection with the Sub-Adviser's duties hereunder), to be rendering such services to or acting solely for the Trust and not as a director, officer, employee, shareholder, member or agent of the Sub-Adviser, or one under federal the Sub-Adviser's control or state securities lawsdirection, even though paid by the Sub-Adviser.

Liability. Neither Parthenon nor any other Indemnified Party (aas defined in Section 12 below) shall be liable to the Company or its subsidiaries or affiliates for any loss, liability, damage or expense arising out of or in connection with the performance of services contemplated by this Agreement, unless such loss, liability, damage or expense shall be proven to result directly from fraud, gross negligence, willful misconduct or bad faith on the part of an Indemnified Party in the performance of Parthenon’s obligations hereunder. Parthenon makes no representations or warranties, express or implied, in respect of the services to be provided by Parthenon or any of the other Indemnified Party. In no event will Parthenon or any other Indemnified Party be liable for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) other than the Claims (as defined in Section 12 below) relating to the services to be provided by Parthenon hereunder. In no event will the aggregate liability of Parthenon and its affiliates and any of their respective partners, members, employees, agents or representatives (collectively, the “Parthenon Group”) arising out of, or relating in any way to, this Agreement or the services provided hereunder exceed the aggregate amount of fees (net of expenses) paid to Parthenon hereunder. The duties of Parthenon shall be confined to those expressly set forth herein, and no implied duties are assumed or may be asserted against any member of the Parthenon Group hereunder. Except as Parthenon may otherwise agree in writing after December 30, 2009: (i) the Parthenon Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as the Company, its subsidiaries or any of their respective affiliates and (B) do business with any client or customer of the Company, its subsidiaries or any of their respective affiliates; (ii) no member of the Parthenon Group shall be required liable to the Company, its subsidiaries or any of their respective affiliates for breach of any duty (contractual or otherwise) by reason of any such activities or of such person’s participation therein; and (iii) in the provisions event that any member of the Parthenon Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company, its subsidiaries or any of their respective affiliates on the one hand, and any member of the Parthenon Group, on the other hand, or any other person, no member of the Parthenon Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company, its subsidiaries or any of their respective affiliates and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company, its subsidiaries or any of their respective affiliates for breach of any duty (contractual or otherwise) by reason of the fact that any member of the Parthenon Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not present such opportunity to the Company, its subsidiaries or any of their respective affiliates. This Section 11 shall survive any termination of this Agreement (including under without limitation any termination in accordance with Section 142 or Section 3 hereof), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. The Issuer and the Trustee severally acknowledge to the Seller and agree that: (a) Except as may otherwise be required by the provisions no breach of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviserrepresentations and warranties in, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, nor any act or omission connected with or arising out in respect of, the provisions of Clause 8.2 shall give rise to any services rendered under this Agreement, except by reason claim for damages on the part of the Subadviser’s willful misfeasance, bad faith, Issuer or gross negligence in the performance Trustee against any Mortgagee or any remedy whatsoever against any Mortgagee and the sole remedy of each of the Subadviser’s duties, or by reason of reckless disregard Issuer and the Trustee in respect thereof (with the exception of the Subadviser’s obligations representation and duties under this Agreement. Notwithstanding warranty in paragraph (gg) of Clause 8.2 to which the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation provisions of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser paragraph (d) below will apply) shall be liable for any damagesto take such action under Clause 8.6 as may be available to it and that no breach of, expenses, or losses in connection with nor any act or omission arising out of in respect of, any services rendered by third parties warranty or representation other than those representations and warranties contained in Clause 8.2 (but not paragraph (gg) thereof) shall entitle the Issuer or the Trustee to require the Seller to repurchase any Mortgage in accordance with Clause 8.6 or otherwise provided that Subadviser hires this paragraph (a) shall not limit the remedies available to the Issuer and/or the Trustee (or the exercise thereof) against the Seller if it, having become bound to repurchase a Mortgage in connection accordance with fulfilling Subadviser’s obligations under this Agreement.Clause 8.6, fails to do so; (b) Except as may otherwise be required by the provisions of this Agreement subject and without prejudice to paragraph (including under Section 14a), the 1940 Act no Mortgagee shall have any liability or the rules thereunder responsibility (whether, in either case, contractual, tortious or other applicable lawdelictual, the Subadviser agrees that the Trust and the Investment Adviser, express or implied) for any affiliated person thereof, and each person, if any, who, within the meaning loss or damage for or in respect of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable forany breach of, or subject to any damages, expenses, or losses in connection with, any act or omission connected with in respect of, any of the obligations on the part of the Borrower under any Mortgage suffered by the Issuer or arising out of any services rendered under this Agreement, except the Trustee by reason of such breach, act or omission; (c) if, after the Trust’s Closing Date, the terms of any Mortgage are varied or Investment Adviser’s willful misfeasancewaived in any way with the consent of the Issuer and the Trustee (which shall include but not be limited to any rescheduling of the amounts secured by such Mortgage or renegotiation of such terms), bad faiththe Issuer and the Trustee shall be subject to, and bound by, such variation or gross negligence waiver and the Seller shall not have any obligation therefor or be in any way affected thereby; and (d) except in the performance case of their dutiesfraud, or by reason of reckless disregard no breach of the Trust’s representation and warranty in, nor any act or Investment Adviser’s obligations omission in respect of, the provisions of paragraph (gg) of Clause 8.2 shall give rise to any claim for damages on the part of the Issuer or the Trustee or any other person against the Seller or any right of action or remedy whatsoever against the Mortgagee and duties under no breach of, nor any act or omission in respect of, the representation and warranty in paragraph (gg) of Clause 8.2 shall entitle the Issuer or the Trustee or any other person to require the Seller to repurchase any Mortgage in accordance with Clause 8.6 or otherwise to any remedy against the Mortgagee or any other person but this Agreement. Notwithstanding paragraph (d) of Clause 14 is without prejudice to any obligation the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser Seller may have to repurchase any Individual Mortgage under federal or state securities lawsparagraph (c) of Clause 8.6.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, 9.1 Membrana shall not be liable forfor representations made during contract negotiations, including without limitation, for incorrect advice given to EIR or subject NxStage during such negotiations. 9.2 If Membrana gives technical advice to EIR or NxStage without respect to the processing or treatment of bundles, it is agreed that such advice is given without any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding liability on Membrana. 9.3 Without limiting the foregoing, nothing contained in this Agreement Membrana shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall not be liable for minor violations of the Agreement which do not result in material harm to EIR or NxStage or physical injury to a person (it being specifically understood without limitation that the delivery of out-of-Specification bundles shall not constitute a minor violation of the Agreement), unless such minor violations are the result of Membrana's or its agents' or affiliates' gross negligence or willful misconduct. 9.4 In no event shall either party be liable to the other party under this Agreement for any damagesconsequential, expensesincidental, special or losses in connection with any act or omission other indirect damages arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. 9.5 Each party (b"the Indemnifying Party") Except as may otherwise be required by agrees to indemnify and hold the provisions of this Agreement other party (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust party and its affiliates and the Investment Adviserofficers, any affiliated person thereof, employees and each person, if any, who, within the meaning of Section 15 directors of the 1933 Actother party and its affiliates, controls collectively hereinafter referred to as the Trust or Investment Adviser"Indemnified Party") harmless from any and all third party claims, shall not be liable for, or subject to any damages, expensescosts and expenses that may be claimed or asserted against the Indemnified Party, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason the negligence of the Trust’s or Investment Adviser’s willful misfeasanceIndemnifying Party in performing its obligations hereunder, bad faiththe breach of the Indemnifying Party of any terms hereunder, or gross negligence in the performance supply of their duties, a defective product or component by reason of reckless disregard the Indemnifying Party hereunder. The obligation of the Trust’s or Investment Adviser’s obligations Indemnifying Party to indemnify the Indemnified Party pursuant to this Section shall be conditioned upon the Indemnified Party giving reasonably prompt notice of any such claim for indemnification to the Indemnifying Party, and duties under this Agreement. Notwithstanding giving the foregoingIndemnifying Party authority to conduct the defense of any action; provided, nothing contained in this Agreement shall constitute a waiver or limitation of rights however, that the Subadviser Indemnified Party may have under federal or state securities lawsretain additional counsel at its own expense and participate in any such litigation.