Common use of Limitation of Liability and Indemnification Clause in Contracts

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ ' FEES) IN ANY WAY DUE TO THE TRUST’S 'S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S 'S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, Trust will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “"Trust Indemnified Persons”") for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-third- party claim (collectively, the “"Damages”"), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “"State Street Indemnified Persons”") for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street The Sub-Administrator/Accounting Agent shall be held to a standard the exercise of reasonable care in carrying out its duties under the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. State Street The Sub-Administrator/Accounting Agent shall be responsible for the performance of only such duties as are set forth in this Agreement Agreement, and, except as otherwise provided under Section XVI, 8 hereof shall have no responsibility for the actions or activities of any other party, including other service providers. State Street The Sub-Administrator/Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligencenegligence or willful misconduct of the Sub-Administrator/Accounting Agent, reckless misconductits officers, willful malfeasance employees or lack agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of good faith this Agreement, any act or omission of State Streetan Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees and, in such event, such liability will be subject to cases of its or their own negligence or willful misconduct. All indemnification obligations of the limitations Administrators set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, this Agreement or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) provided pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street The Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVIherein, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street The Administrator shall at all times act in good faith without negligence and agrees to exercise the reasonable level of skill, care and diligence of a professional provider to exchange-traded funds of fund administration and fund accounting services in its performance of all services performed under this Agreement. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reasonable reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, reckless misconductbad faith, fraud or willful malfeasance or lack misconduct of good faith of State Streetthe Administrator, its officers or employees andemployees. Except for actions of a party that constitute gross negligence or intentional misconduct, in neither party shall be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, reasonable attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, such the Administrator’s cumulative liability will be subject for each calendar year (a “Liability Period”) with respect to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims Trust under this Agreement regardless of the form of action, whether in contract (including negligence), strict liability, action or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay legal theory shall be limited to the Trust Indemnified Persons total annual compensation earned by Administrator and fees payable hereunder during the amount ofpreceding Compensation Period, as defined herein, for any actual and direct damages, whether liability or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission loss suffered by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.Funds

Limitation of Liability and Indemnification. State Street (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser, or reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to the Adviser, the Trust, the Fund, any shareholder of the Fund, or to any person, firm or organization, for any act or omission in the course of or connected with, rendering services hereunder. Nothing herein, however, shall derogate from the Subadviser's obligations under federal and state securities laws. Any person, even though also employed by the Subadviser, who may be or become an employee of and paid by the Trust or the Fund shall be held deemed, when acting within the scope of his employment by the Trust or the Fund, to be acting in such employment solely for the Trust or the Fund and not as the Subadviser's employee or agent. Subadviser will maintain appropriate fidelity bond insurance coverage in a standard reasonable amount and shall provide evidence of reasonable care such coverage upon request of Adviser. (b) In the absence of willful misfeasance, bad faith or gross negligence on the part of Adviser, or reckless disregard of its obligations and duties hereunder, Adviser shall not be subject to any liability to Subadviser for any act or omission in the course of or connected with, the Adviser's carrying out its duties and obligations under this Agreement. State Street . (c) Subadviser and Adviser shall be responsible for the performance of only such duties as are set forth in this Agreement andeach defend, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, other party and its respective shareholders, trustees, directorsthe other party's affiliates, officers, Trustees, employees and agents, from and representatives against any claim, loss, liability, damages, deficiency, penalty, cost or expense (collectivelyincluding without limitation reasonable attorneys' fees and disbursements for external counsel) resulting from the reckless disregard of the indemnifying party's obligations and duties hereunder or willful misfeasance, bad faith or gross negligence on the “State Street Indemnified Persons”) forpart of the indemnifying party, its officers, Trustees, employees and will pay agents with respect to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act the Fund whether such claim, loss, liability, damages, deficiency, penalty, cost or omission by State Street (expense was incurred or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, suffered directly or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementindirectly.

Limitation of Liability and Indemnification. State Street (a) Neither the Portfolio Manager nor any person that is an “affiliated person” of the Portfolio Manager or any of its affiliated companies (collectively, “Associated Persons”) shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio or damage the Trust in connection with the matters to which this Agreement relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption or sale of any security or other investment by the Trust on behalf of the Portfolio, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Portfolio Manager in the performance or nonperformance of its duties hereunder unless caused or from reckless disregard by it of its duties under this Agreement. In no event shall the Portfolio Manager or resulting its Associated Persons have any liability arising from the negligenceconduct of any other portfolio manager with respect to the portion of the Portfolio’s assets not allocated to the Portfolio Manger. The parties agree that any stated limitations on liability shall not relieve the Portfolio Manager from any responsibility or liability under state of federal statutes. (b) Notwithstanding the foregoing, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees andPortfolio Manager expressly agrees that the Trust may rely upon: (i) the Portfolio Manager’s current Form ADV; and (ii) information provided, in such eventwriting, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay by Portfolio Manager to the Trust Indemnified Persons in accordance with Section 9 of this Agreement or otherwise to the amount of, any actual extent such information was provided by Portfolio Manager for the purpose of inclusion in the Trust’s registration statement and direct damages, whether or not involving a third-party claim amendments thereto and certain periodic reports relating to the Trust and its Portfolios that are required to be furnished to shareholders of the Trust and/or filed with the Securities and Exchange Commission (collectively, the “DamagesSEC Filings”), arising from or in connection with as hereinafter defined provided that a copy of each SEC Filing is provided to Portfolio Manager: (i) any act or omission by State Street (or any at least 10 business days prior to the date on which it will become effective, in the case of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, a registration statement; (ii) any act or omission by at least 10 business days prior to the Trust (date upon which it is filed with the SEC in the case of the Trust’s semi-annual-report on Form N-SAR or any of its affiliates) which constitutes a breach of any representation, warranty, term, shareholder report or obligation contained in this Agreement, proxy statement; or (iii) at least 10 business days prior to first use, in the case of any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations other SEC Filing. For purposes of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless Section 5, “SEC Filings” means the Trust, ’s registration statement and its respective shareholders, trustees, directors, officers, agents, amendments thereto and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available periodic reports relating to the Trust or any other State Street Indemnified Person. The indemnification and limitation its Portfolios that are required by law to be furnished to shareholders of liability contained herein shall survive the termination of this AgreementTrust and/or filed with the Securities and Exchange Commission.

Limitation of Liability and Indemnification. State Street 9.1 Odyssey shall not be liable for any action taken or omitted to be taken by Odyssey under or in connection with this Agreement, except for losses caused principally and directly by Odyssey's gross negligence, bad faith or willful misconduct. 9.2 Notwithstanding any other provision of this Agreement, Odyssey’s liability shall be held limited in the aggregate to a standard the greater of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible (a) the amount deposited with it for the performance purpose of only such duties as are set forth a distribution in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for respect of all or part of which the actions or activities claim of any other party, including other service providers. State Street shall have no liability for any error has been made and (b) the amount of judgment or mistake fees paid by the Corporation to Odyssey in the twelve (12) months immediately preceding the first receipt by Odyssey of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless notice of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. claim. 9.3 The Trust, or, if applicable, the relevant Portfolio, will Corporation hereby agrees to indemnify and hold harmless State Street Odyssey and each of its stockholders, directors, officers, employees, agentsshareholders and agents (each, an "Indemnified Party"), from and representatives (collectivelyagainst any and all claims, the “Trust Indemnified Persons”) fordemands, and will pay to the Trust Indemnified Persons the amount ofassessments, any actual and direct proceedings, suits, actions, losses, penalties, judgments, damages, whether costs, expenses, fees and liabilities whatsoever, including, without limitation, legal fees and expenses on a solicitor and client basis, that any Indemnified Party may suffer or not involving a third-party claim (collectivelyincur, the “Damages”)or that may be asserted against any of them, in consequence of, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant way relating to this Agreement which does not constitute (as the same may be amended, modified or supplemented from time to time), except where same results principally and directly from the gross negligence, reckless misconductwillful misconduct or bad faith on the part of the Indemnified Party. 9.4 The Corporation agrees that its liability hereunder shall be absolute and unconditional, willful malfeasance regardless of the correctness of any representations of any third parties and regardless of any liability of third parties to any of the Indemnified Parties, and shall accrue and become enforceable without prior demand or lack any other precedent action or proceeding. 9.5 Notwithstanding and without limitation of good faith in fulfilling the terms and obligations any other provision of this Agreement, (ii) any act and notwithstanding whether such losses or omission by the Trust (damages are foreseeable or any of its affiliates) which constitutes a breach of any representationunforeseeable, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms Odyssey and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust each Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street Party shall not be required liable under any circumstances whatsoever for any breach by any other person, which term includes corporations, partnerships, trusts or other entities, of securities law or other rule of any securities regulatory authority, for lost profits or for special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages. 9.6 For so long as the Corporation is a client of Odyssey, the Corporation undertakes to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and advise Odyssey in writing as soon as reasonably relied upon by State Street. In practicable in the event that State Street is required the Corporation becomes, or ceases to provide indemnification under be, a reporting issuer with the United States Securities and Exchange Commission. 9.7 The provisions of this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein 9 shall survive the resignation or removal of Odyssey and the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street The Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI6, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street The Administrator shall have no liability in respect of any loss, damage or expense suffered by a Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, reckless misconduct, gross negligence or willful malfeasance or lack misconduct of good faith of State Streetthe Administrator, its officers or employees andemployees. The Administrator shall not be liable for any special, in indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, such the Administrator’s cumulative liability will be subject for each calendar year (a “Liability Period”) with respect to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims Company under this Agreement regardless of the form of action, whether in contract (including negligence), strict liability, action or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability legal theory shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to its total annual compensation earned with respect to the Trust Company and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the Company as a regulated investment company or any other State Street Indemnified Personliability relating to the Company’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. State Street (a) The Sub-Adviser shall not be held liable for, and the Trust, Fund and Adviser will not take any action against the Sub-Adviser to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for hold the performance of only such duties as are set forth in this Agreement andSub-Adviser liable for, except as otherwise provided under Section XVIany breach hereof, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss suffered by the Trust, Fund or damage Adviser (including, without limitation, by reason of the purchase, sale or retention of any security or other asset) in connection with the performance of the Sub-Adviser’s duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. (iiib) To the fullest extent permitted by applicable law, the Trust, Fund and Adviser shall indemnify the Sub-Adviser, its affiliates and the officers, directors, employees and agents of the Sub-Adviser and its affiliates (each an “indemnitee”) against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit relating to the Fund or the Adviser and not resulting from the willful misfeasance, bad faith, negligence, or reckless disregard of any indemnitee in the performance of the obligations and duties of any indemnitee’s office; provided that to the extent that the Trust or the Fund has indemnified an indemnitee, the Adviser shall contribute a portion of the amount paid by the Trust or the Fund as shall be appropriate to reflect the relative fault of the Trust or the Fund, on the one hand, and the Adviser, on the other hand, in causing the act or omission that resulted in the indemnification payment. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that the Fund or the Adviser may have under those laws. An indemnitee will not confess any claim or settle or make any compromise in any instance in which the Fund or the Adviser will be asked to provide indemnification, except with the Fund’s and the Adviser’s prior written consent. Any amounts payable by the Trust Fund under this section shall be satisfied only against the assets of the Fund and not against the assets of any other investment series of the Trust. (c) Promptly after receipt by an indemnitee of notice of any claim for which indemnification would be sought, the indemnitee shall notify the indemnifying party thereof in writing. If indemnification rights are claimed pursuant to this section, all the indemnitees shall retain one counsel and such counsel shall be approved in advance by the Fund. In addition, if any such claim or action shall be brought against an indemnitee or indemnitees, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof with counsel reasonably satisfactory to the indemnitee or indemnitees. After notice from the indemnifying party to the indemnitee or indemnitees of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnitee or indemnitees under this section for any legal or other expenses subsequently incurred by the indemnitee or indemnitees in connection with the defense thereof other than reasonable costs of investigation. (d) Any indemnification made in accordance with this section shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification to be liable to the Fund or its shareholders (or any to the Adviser) by reason of its affiliates) which constitutes willful misfeasance, bad faith, negligence, or reckless misconduct, willful malfeasance, or lack disregard of good faith the duties involved in fulfilling the terms and obligations conduct of this Agreement. the indemnitee’s office. (e) The remedies rights of indemnification provided in this paragraph are section shall not be exclusive of or limit affect any other remedies that rights to which any person may be available to State Street entitled by contract or any other Trust Indemnified Personotherwise under law. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation Nothing contained in this Agreement or (ii) section shall affect the power of the Fund to purchase and maintain liability insurance on behalf of any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementindemnitee.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street The Sub-Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI6, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator or a Fund insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Administrator or a Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as Sub-Administrator for the Funds. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, reckless misconduct, negligence or willful malfeasance or lack misconduct of good faith of State Streetthe Sub-Administrator, its officers or employees andemployees. The Sub-Administrator shall not be liable for any special, in indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, such except as otherwise agreed to in writing by the parties hereto, the Sub-Administrator’s cumulative liability will be subject for each calendar year (a “Liability Period”) with respect to each Fund and the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims Administrator under this Agreement regardless of the form of action, whether in contract (including negligence), strict liability, action or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as described under Section XIII below. The remedies provided in this paragraph are defined herein, for any liability or loss suffered by a Fund and Administrator including, but not exclusive limited to, any liability relation to qualification of or limit any other remedies that may be available to the Trust a Fund as regulated investment company or any other State Street Indemnified Personliability relating to a Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. State Street The Sub-Administrator/Accounting Agent shall be held to a standard the exercise of reasonable care in carrying out its duties under the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. State Street The Sub-Administrator/Accounting Agent shall be responsible for the performance of only such duties as are set forth in this Agreement Agreement, and, except as otherwise provided under Section XVI, 8 hereof shall have no responsibility for the actions or activities of any other party, including other service providers. State Street The Sub-Administrator/Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligencenegligence or willful misconduct of the Sub-Administrator/Accounting Agent, reckless misconductits officers, willful malfeasance employees or lack agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of good faith this Agreement, any act or omission of State Streetan Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees and, in such event, such liability will be subject to cases of its or their own negligence or willful misconduct. All indemnification obligations of the limitations Administrators set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, this Agreement or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) provided pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street The Administrator shall be held to a standard of reasonable care exercise its best judgment in carrying out its duties rendering the services under this Agreement. State Street The Administrator shall not be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability liable for any error of judgment or mistake of law or for any loss suffered by a Fund or damage resulting from a Fund’s shareholders in connection with the matters to which this Agreement relates, provided that nothing herein shall be deemed to protect or purport to protect the Administrator against any liability to a Fund or to its shareholders to which the Administrator would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance or nonperformance of its duties hereunder unless caused or by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless reason of the form Administrator’s reckless disregard of action, whether in contract (including negligence), strict liability, or otherwise its obligations and regardless of whether such damages are foreseeableduties under this Agreement. The Trust, or, if applicable, the relevant Portfolio, will Trust shall indemnify and hold harmless State Street the Administrator and its stockholdersaffiliated and controlling persons (as those terms are defined in Section 2(a)(3) of the 1940 Act and Section 15 of the 1933 Act, directorsrespectively) against any and all losses, officersclaims, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether liabilities or not involving litigation (including reasonable legal and other expenses) by reason of or arising out of any error of judgment or mistake of law or for any loss suffered by a third-party claim (collectively, the “Damages”), arising from Fund or a Fund’s shareholders in connection with (i) any act the matters to which this Agreement relates, provided that the Administrator’s actions or omission by State Street (omissions do not rise to the level of willful misfeasance, bad faith, gross negligence or any reckless disregard of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms obligations and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of duties under this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will Administrator shall indemnify and hold harmless the Trust, including its series, and its respective affiliated and controlling persons (as defined above) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of the Administrator’s willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the Administrator’s reckless disregard of its obligations and duties under this Agreement. It is expressly agreed that the obligations of the Administrator hereunder shall not be binding upon any shareholders, trustees, directorsnominees, officers, agentsagents or employees of the Administrator personally, but bind only the assets and representatives (collectivelyproperty of the Administrator, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementrespectively.

Limitation of Liability and Indemnification. State Street The Sub-Administrator/Accounting Agent shall be held to a standard the exercise of reasonable care in carrying out its duties under the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. State Street The Sub-Administrator/Accounting Agent shall be responsible for the performance of only such duties as are set forth in this Agreement Agreement, and, except as otherwise provided under Section XVI, 8 hereof shall have no responsibility for the actions or activities of any other party, including other service providers. State Street The Sub-Administrator/Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent's reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent's duties hereunder by reason of the Sub-Administrator/Accounting Agent's reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators' appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent's cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligencenegligence or willful misconduct of the Sub-Administrator/Accounting Agent, reckless misconductits officers, willful malfeasance employees or lack agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent's acceptance of good faith this Agreement, any act or omission of State Streetan Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent's acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees and, in such event, such liability will be subject to cases of its or their own negligence or willful misconduct. All indemnification obligations of the limitations Administrators set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, this Agreement or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) provided pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, Trust will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible Except for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by the gross negligence or resulting intentional misconduct of Pole Owner, Licensee shall indemnify, protect and hold harmless Pole Owner, it successors and assigns, from the negligenceand against any and all claims, reckless misconductdemands, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form causes of action, whether in contract costs (including negligence), strict liabilityattorney’s fees) or other liabilities for damages to property and injury or death to persons which may arise out of, or otherwise and regardless be connected with: (a) the erection, maintenance, presence, use or removal of whether such damages are foreseeableLicensee’s Equipment; or (b) any act of Licensee on or in the vicinity of Pole Owner’s poles. The TrustExcept for liability caused by the gross negligence or intentional misconduct of Pole Owner, orLicensee shall also indemnify, if applicable, the relevant Portfolio, will indemnify protect and hold harmless State Street Pole Owner, its successors and its stockholdersassigns from and against any and all claims, directorsdemands, officerscauses of action, employees, agents, and representatives costs (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”including attorney’s fees), or other liabilities arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligenceinterruption, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, termdiscontinuance, or obligation contained in this Agreementinterference with Licensee’s service to its customers which may be caused, or (iii) which may be claimed to have been caused, by any act or omission by action of Pole Owner undertaken in furtherance of the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations purposes of this Agreement. The remedies provided in this paragraph are not exclusive of In addition, Licensee shall, upon demand, and at its own sole risk and expense, defend any and all suits, actions, or limit any other remedies that legal proceedings which may be available brought against Pole Owner, or its successors and assigns, on any claim, demand, or cause of action arising from any interruption, discontinuance, or interference with Pole Owner’s service to State Street Pole Owner’s customers to the extent caused, or which may be claimed to have been caused, by any action of Licensee. To the extent Licensee shall be found to have caused such interruption, discontinuance, or interference, Licensee shall pay and satisfy any judgment or decree which may be rendered against Pole Owner, or its successors or assigns, in any such suit, action, or other Trust Indemnified Personlegal proceeding; and further, License shall reimburse Pole Owner for any and all legal expenses, including attorneys fees, incurred in connection therewith, including appeals thereof. State Street will indemnify Pole Owner warrants that its work in constructing and hold harmless maintaining the Trustpoles covered by this Agreement shall be consistent with prudent utility practices. Pole Owner further warrants that its own attachments to its poles shall be constructed and maintained consistent with prudent utility practices. Pole Owner disclaims all other warranties, express or implied, including but not limited to the warranty of merchantability, fitness for particular purpose, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay similar warranties. Pole Owner’s liability to the State Street Indemnified Persons the amount of, Licensee for any Damages, action arising from or in connection with (i) any act or omission by State Street (or any out of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in activities relating to this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive to repair or replacement of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementdefective poles.

Limitation of Liability and Indemnification. State Street (a) FMG LLC shall not be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability liable for any error of judgment or mistake of law or for any loss or damage resulting from expense suffered by the performance Trust, in connection with the matters to which this Agreement relates, except for a loss or nonperformance of its duties hereunder unless expense caused by or resulting from or attributable to willful misfeasance, bad faith or gross negligence on FMG LLC’s part (or on the negligencepart of any third party to whom FMG LLC has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party’s) duties or from reckless disregard by FMG LLC (or by such third party) of its obligations and duties under this Agreement (in the case of FMG LLC) or under an agreement with FMG LLC (in the case of such third party) or, reckless misconductsubject to Section 10 below, willful malfeasance FMG LLC’s (or such third party) refusal or failure to comply with the terms of this Agreement (in the case of FMG LLC) or an agreement with FMG LLC (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of FMG LLC) or under an agreement with FMG LLC (in the case of such third party). In no event shall FMG LLC (or such third party) be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if FMG LLC (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action. (b) Except to the extent that FMG LLC may be held liable pursuant to Section 6(a) above, FMG LLC shall not be responsible for, and the Trust shall indemnify and hold FMG LLC harmless from and against, any and all losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities including, but not limited to, those arising out of or attributable to: (i) any and all actions of FMG LLC or its officers or agents required to be taken pursuant to this Agreement; (ii) the reliance on or use by FMG LLC or its officers or agents of information, records, or documents which are received by FMG LLC or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust’s refusal or failure to comply with the terms of this Agreement or the Trust’s lack of good faith faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) the breach of State Street, any representation or warranty of the Trust hereunder; (v) the reliance on or the carrying out by FMG LLC or its officers or employees andagents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to FMG LLC by data services, including data services providing information in connection with any third party computer system licensed to FMG LLC, and by any corporate action services, pricing services or securities brokers and dealers; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such eventstate (1) resulting from activities, such liability will be subject actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the limitations set forth effective date of this Agreement; (viii) any failure of the Trust’s Registration Statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in Section XIII hereina Trust’s prospectus; (ix) except as provided for in Schedule B.III., the actions taken by the Trust, its Adviser, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and (x) all actions, inactions, omissions, or errors caused by third parties to whom FMG LLC or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its Fund, investment advisers, or Trust distributors. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIALThe Trust shall not be liable for any indirect, INDIRECTincidental, INCIDENTALspecial or consequential losses or damages of any kind whatsoever (including, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDINGbut not limited to, WITHOUT LIMITATION, ATTORNEYS’ FEESlost profits) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to except when the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) is required to indemnify FMG LLC pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street Neither the Adviser nor any shareholder, director, officer or employee of the Adviser performing services for the Client at the direction or request of the Adviser in connection with the discharge of the Adviser's obligations hereunder shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability liable for any error of judgment or mistake of law or for any loss which the Client or damage resulting from any subsidiary of the performance Client may incur in connection with the investment of assets in the Account. To the fullest extent permitted by law, the Client shall indemnify, hold harmless, protect and defend the Adviser, its shareholders, directors, officers and employees (the "Indemnitees") against any losses, claims, damages or nonperformance liabilities, including without limitation, legal or other expenses incurred in investigating or defending against any such loss, claim, damages or liability, and any amounts expended in settlement of its duties hereunder unless caused any claim (collectively "Liabilities"), to which any Indemnitee may become subject by reason of any act or omission performed or omitted to be performed by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless on behalf of the form Client in connection with the investment of action, whether assets in contract (including negligence), strict liability, or otherwise and the Account. The provisions of this Section 13 shall continue to afford protection to each Indemnitee regardless of whether such damages are foreseeable. The Trust, or, if applicable, Indemnitee remains in the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether position or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) capacity pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available such Indemnitee became entitled to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII13. However, its liability nothing contained in this Section 13 shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit construed to protect any other remedies that may be available Indemnitee against Liability to the Trust Client or any other State Street Indemnified Person. The indemnification subsidiary or parent corporation of the Client to which such Indemnitee would otherwise be subject, or require the Client to indemnify any Indemnitee against Liability to the Client to which such Indemnitee would otherwise be subject, or require the Client to indemnify any Indemnitee against any Liability, by reason of actions or omissions constituting willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties or reckless disregard of the Adviser's obligations and limitation of liability contained herein shall survive the termination of duties under this Agreement.

Limitation of Liability and Indemnification. State Street 5.01 The duties of the Administrator shall be held confined to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are those expressly set forth in this Agreement andherein, except as otherwise provided under Section XVIand no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator and its affiliates, including their respective officers, directors, agents and employees, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or trading error or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or Gross Negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. Under no circumstances shall the Administrator be liable to the Trust, Investment Adviser, Sub-Adviser or any Fund for any special, incidental, consequential, indirect or punitive damages, , lost profits or loss of business of any kind whatsoever (including, without limitation, attorney and accountant fees) under any provision of this Agreement. 5.02 So long as the Administrator, or its agents, acts without willful misfeasance, bad faith or Gross Negligence in the performance of its duties, and without reckless disregard of its obligations and duties hereunder, the Trust assumes full responsibility on behalf of each Fund and shall indemnify the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all claims, demands, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. 5.03 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. If in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.04 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the fees and expenses of any counsel retained by the Administrator. 5.05 The Administrator may apply to the Trust, an Investment Adviser (solely with respect to its applicable Series) or any Person acting on the Trust’s behalf at any time for instructions and may consult Fund Counsel or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or consultation. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by an Authorized Person or Authorized Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust’s counsel or accountants pursuant to this provision, any such expense shall be borne by the Trust. Nothing in this paragraph shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received. 5.06 Subject to the oversight and direction of the Board of Trustees, the Administrator will maintain oversight of a compliance program for the Trust consistent with Rule 38a-1 under the Investment Company Act of 1940 that includes a Trust Chief Compliance Officer (CCO) and such additional Compliance Officers as deemed appropriate from time to time. Notwithstanding the foregoing, the Fund Compliance Services provided through the Administrator under this Agreement are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of any Fund or any other person. The Fund Compliance Services performed under this Agreement will be at the request and direction of the Board of Trustees, a Fund or its Chief Compliance Officer, as applicable. Each Investment Adviser will be responsible for the development of compliance policies and procedures reasonably designed to prevent violation of the federal securities laws, as such term is defined under Rule 38a-1 of the Investment Company Act of 1940, for each Fund for which it serves as Investment Adviser. The Administrator shall have no responsibility for the investment decisions of any Fund and the Administrator shall have no obligation to ensure compliance by any Fund with the policies, restrictions, guidelines, or disclosures applicable to the Fund or any other term or condition of the original documents, operating documents, policies and procedures of any fund or its registration statement. Further, the Administrator shall have no liability to the Trust for any loss or damage resulting from suffered by the performance Trust as a result of any breach of investment policies, objectives, guidelines or nonperformance of its duties hereunder unless caused restrictions applicable to a Fund or any misstatement or omission in the registration statement. The Trust acknowledges that any reporting by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject Administrator to the limitations set forth Fund’s Board does not constitute a duty to monitor compliance of any Fund and the Administrator shall not be liable for ensuring compliance by any Fund with any legislation or regulations or exemptions from legislation or regulations of any jurisdiction applicable to a Fund. 5.07 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers (“Special Third Party Vendors”). The Trust and each Investment Adviser acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust and Investment Advisers shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in Section XIII hereintheir data, information and property including requests that the Trust and Investment Advisers place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. STATE STREET The Trust and each Investment Adviser further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such internal use in connection with the Trust, and as an aid in connection with the receipt of the Services. The Trust and each Investment Adviser may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support Fund Shareholders, however they shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES. NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL NOT BE LIABLE FOR ANY SPECIALDAMAGES SUFFERED BY THE TRUST, INDIRECT, INCIDENTAL, INVESTMENT ADVISER OR CONSEQUENTIAL DAMAGES ANY FUND IN THE USE OF ANY KIND WHATSOEVER (OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN LIABILITY FOR ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN INCIDENTAL, CONSEQUENTIAL OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless SIMILAR DAMAGES. 5.08 The Administrator shall have no liability for its reliance on Trust Data or the performance or omissions of the form unaffiliated third parties such as, by way of actionexample and not limitation, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, transfer agents, and representatives (collectivelysub-transfer agents, the “Trust Indemnified Persons”) forcustodians, and will pay to the Trust Indemnified Persons the amount ofprime brokers, any actual and direct damagesplacement agents, whether third party marketers, asset data service providers, Investment Advisers or not involving a sub-advisers, current or former third-party claim (collectivelyservice providers, Pricing Sources, software providers, printers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.09 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, the “Damages”)Trust assumes full responsibility for the preparation, arising from or in connection with (i) any act or omission by State Street (or any contents and distribution of its affiliates) pursuant to this Agreement which does not constitute negligenceTrust Materials and its compliance with any applicable laws, reckless misconductrules, willful malfeasance or lack of good faith in fulfilling the terms and obligations regulations. 5.10 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.11 The provisions of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein 6 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street (a) In the absence of willful misfeasance, bad faith or gross negligence on the part of the Subadviser, or of reckless disregard of its obligations and duties hereunder, the Subadviser shall not be subject to any liability to the Adviser, the Trust or the Fund, any shareholder of the Fund, or to any person, firm or organization, for any act or omission in the course of or connected with, rendering services hereunder. Nothing herein, however, shall derogate from the Subadviser's obligations under federal and state securities laws. Any person, even though also employed by the Subadviser, who may be or become an employee of and paid by the Trust or the Fund shall be held deemed, when acting within the scope of his employment by the Trust or the Fund, to be acting in such employment solely for the Trust or the Fund and not as the Subadviser's employee or agent. Subadviser will maintain appropriate fidelity bond insurance coverage in a standard reasonable amount and shall provide evidence of reasonable care such coverage upon request of Adviser. (b) In the absence of willful misfeasance, bad faith or gross negligence on the part of Adviser, or reckless disregard of its obligations and duties hereunder, Adviser shall not be subject to any liability to Subadviser for any act or omission in the course of or connected with, the Adviser's carrying out its duties and obligations under this Agreement. State Street . (c) Subadviser and Adviser shall be responsible for the performance of only such duties as are set forth in this Agreement andeach defend, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trustother party and the other party's affiliates, and its respective shareholders, trusteesofficers, directors, members, employees and agents, from and against any claim, loss, liability, damages, deficiency, penalty, cost or expense (including without limitation reasonable attorneys' fees and disbursements for external counsel) resulting from the reckless disregard of the indemnifying party's obligations and duties hereunder or willful misfeasance, bad faith or gross negligence on the part of the indemnifying party, its officers, agentsdirectors, members, employees and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay agents with respect to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act the Fund whether such claim, loss, liability, damages, deficiency, penalty, cost or omission by State Street (expense was incurred or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, suffered directly or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementindirectly.

Limitation of Liability and Indemnification. State Street (a) Portfolio Manager shall not be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption or damage sale of any security or other investment by the Trust except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Portfolio Manager in the performance or nonperformance of its duties hereunder unless caused or from reckless disregard by or resulting from it of its duties under this Agreement. (b) Notwithstanding the negligenceforegoing, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees andPortfolio Manager expressly agrees that the Trust may rely upon information provided, in such eventwriting, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay by Portfolio Manager to the Trust Indemnified Persons (including, without limitation, information contained in Portfolio Manager's then current Form ADV) in accordance with Section 9 of the amount ofAgreement or otherwise, any actual in preparing the Trust's registration statement and direct damages, whether or not involving a third-party claim amendments thereto and certain periodic reports relating to the Trust and its Portfolios that are required to be furnished to shareholders of the Trust and/or filed with the Securities and Exchange Commission (collectively, the “Damages”"SEC Filings"), arising from or in connection with provided that a copy of any such filing is provided to Portfolio Manager (i) any act or omission by State Street (or any at least 10 business days prior to the date on which it will become effective, in the case of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, a registration statement; (ii) any act or omission by at least 10 business days prior to the Trust (date upon which it is filed with the SEC in the case of the Trust's semi-annual report on Form N-SAR or any of its affiliatesshareholder report or proxy statement. (c) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available Portfolio Manager agrees to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the TrustTrust and each of its Trustees, officers and its respective shareholdersemployees from any claims, trusteesliabilities and expenses, directorsincluding reasonable attorneys' fees, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”"Losses") for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or extent that Losses are incurred as a result of statements contained in connection with an SEC Filing ("Disputed Statements") that are misleading either because they are (i) any act or omission by State Street (or any untrue statements of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement material fact; or (ii) omitted to state any act material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading. For purposes of the indemnification obligation set forth in this Section 5(c), a Disputed Statement will be deemed misleading if so declared by a decision of a court or omission administrative law judge or in an order of settlement issued by State Street any court or administrative body. (or any d) Portfolio Manager further agrees to indemnify and hold harmless the Trust and each of its affiliatesTrustees, from any Losses to the extent that such Losses are incurred as a result of Disputed Statements that are alleged (i) to be untrue statements of material fact; or (ii) to have omitted to state any material fact necessary in order to make the statements made, in the light of the circumstances under which constitutes negligencethey are made, reckless misconductprovided that the indemnification obligation set forth in this Section 5(d) is expressly limited to Losses arising from Disputed Statements that accurately reflect information provided to the Trust in writing by the Portfolio Manager and that cannot be independently verified by the Trust. Further, willful malfeasancethe indemnification set forth in this Section 5(d) will not require reimbursement of fees or expenses other than those incurred by the Trust's regular counsel in connection with such counsel's representation of the Trust or its Trustees. (e) The indemnification obligations set forth in Sections 5(c) and (d) shall not apply unless (i) Disputed Statements accurately reflect information provided to the Trust in writing by the Portfolio Manager; (ii) Disputed Statements were included in an SEC Filing in reliance upon written information provided to the Trust by the Portfolio Manager; (iii) the Portfolio Manager was afforded the opportunity to review Disputed Statements in connection with the 10 business day review requirement set forth in Section 5(b) above; and (iv) upon receipt by the Trust of any notice of the commencement of any action or the assertion of any claim to which the indemnification obligations set forth in Section 5(c) and (d) may apply, the Trust notifies the Portfolio Manager, within 30 days and in writing, of such receipt and provides to Portfolio Manager the opportunity to participate in the defense and/or settlement of any such action or lack of good faith in fulfilling the terms and obligations of this Agreement; providedclaim. Further, however, that State Street shall Portfolio Manager will not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification indemnify any person under this Section XII5 to the extent that Portfolio Manager relied upon statements or information furnished to the Portfolio Manager, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive writing, by any officer, employee or Trustee of the Trust, or limit by the Trust's Custodian, Administrator or Accounting Agent or any other remedies that may be available agent of the Trust, in preparing written information provided to the Trust or and upon which the Trust relied in preparing any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this AgreementDisputed Statement.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely and directly caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII hereinemployees. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ ' FEES) IN ANY WAY DUE TO THE TRUST’S 'S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S 'S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will Trust shall indemnify and hold harmless State Street harmless from all loss, cost, damage and its stockholdersexpense, directorsincluding reasonable fees and expenses for counsel, officersincurred by State Street resulting from any claim, employeesdemand, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether action or not involving a third-party claim (collectively, the “Damages”), arising from or suit in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations Street's acceptance of this Agreement, (ii) any act action or omission by it in the Trust (or any performance of its affiliates) which constitutes a breach of any representation, warranty, termduties hereunder, or obligation contained in this Agreement, or (iii) as a result of acting upon any act or omission instructions reasonably believed by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available it to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless have been duly authorized by the Trust, and provided that this indemnification shall not apply to actions or omissions of State Street, its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from officers or employees in connection with (i) any act or omission by State Street (or any cases of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement their own negligence or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless willful misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street a. The Sub-Adviser shall not be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability liable for any error of judgment action taken, omitted or mistake of law or for any loss or damage resulting from the performance or nonperformance of suffered to be taken by it in its duties hereunder unless caused by or resulting from the negligencereasonable judgment, reckless misconduct, willful malfeasance or lack of in good faith of State Streetand believed by it to be authorized or within the discretion, its officers rights or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission powers conferred upon it by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or in accordance with (iiior in the absence of) specific directions or instructions from the Trust or the Adviser, provided, however, that such acts or omissions shall not have resulted from the Sub-Adviser’s willful misfeasance, bad faith, gross negligence or a reckless disregard of duty. Except as may otherwise be required by law, the Sub-Adviser shall not be liable for any act or omission failure to act by the Trust (Custodian, any broker or any of its affiliates) dealer to which constitutes negligence, reckless misconduct, willful malfeasancethe Sub-Adviser directs transactions for the Fund Account, or lack of good faith in fulfilling by any other third party including the terms and obligations of this AgreementAdviser. The remedies provided Nothing in this paragraph are not exclusive Section 13 shall be construed in a manner inconsistent with Section 17(i) of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will the ▇▇▇▇ ▇▇▇. b. The Adviser shall indemnify and hold harmless the TrustSub-Adviser, its affiliates and its respective shareholders, trustees, directors, officers, agents, and representatives controlling persons (collectively, the “State Street Adviser Indemnified Persons”) for), for any liability and will pay to the State Street Indemnified Persons the amount ofexpenses, any Damagesincluding reasonable attorneys’ fees, howsoever arising from from, or in connection with (i) any act or omission by State Street (or any with, the Sub-Adviser’s performance of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of duties under this Agreement; provided, however, that State Street the Adviser Indemnified Persons shall not be required to provide indemnification indemnified for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its any liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that expenses which may be available to sustained as a direct result of the Sub-Adviser’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder. c. The Sub-Adviser shall indemnify the Adviser, the Trust and each Fund, and their respective affiliates and controlling persons (the “Sub-Adviser Indemnified Persons”) for any liability and expenses, including reasonable attorneys’ fees, which the Adviser, the Trust or a Fund and their respective affiliates and controlling persons may sustain as a direct result of the Sub-Adviser’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder; provided, however, that the Sub-Adviser Indemnified Persons shall not be indemnified for any other State Street liability or expenses which may be sustained as a direct result of the Sub-Adviser Indemnified Person. The indemnification and limitation ’s willful misfeasance, bad faith, negligence, or reckless disregard of liability contained herein shall survive the termination its duties hereunder, or violation of this Agreementapplicable law.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street The Sub-Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI7, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator or each Fund insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Administrator or each Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as Sub-Administrator hereunder. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, reckless willful misconduct, willful malfeasance bad faith, or lack reckless disregard of good faith of State Streetthe Sub-Administrator, its officers officers, or employees andof their obligations and duties under this Agreement. The Sub-Administrator shall not be liable for any special, in such eventindirect, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIALincidental, INDIRECTpunitive or consequential damages of any kind whatsoever (including, INCIDENTALwithout limitation, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYSattorneys’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation fees related to claims regardless therefore) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the form of action, whether in contract (including negligence), strict liability, or otherwise and parties regardless of whether such damages are foreseeablewere foreseeable or whether either party or any entity had been advised of the possibility of such damages. The Trust, or, if applicableIn any event, the relevant PortfolioSub-Administrator’s cumulative liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto Except as may arise from the Sub-Administrator’s negligence, will willful misconduct, bad faith, or reckless disregard of its duties and obligations under this Agreement, the Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption; however, the Sub-Administrator shall take reasonable measures to resume performance as soon as possible in these situations. Except as set forth below, the Administrator shall indemnify and hold harmless State Street the Sub-Administrator and its stockholders, directors, officers, employeesemployees and agents harmless from all loss, agentscost, damage and representatives (collectivelyexpense, including reasonable fees and expenses for counsel, incurred by the “Trust Indemnified Persons”) forSub-Administrator resulting from any claim, and will pay to the Trust Indemnified Persons the amount ofdemand, any actual and direct damages, whether action or not involving a third-party claim (collectively, the “Damages”), arising from or suit in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations Sub-Administrator’s acceptance of this Agreement, (ii) any act action or omission by it in the Trust (or any performance of its affiliates) which constitutes a breach of any representation, warranty, termduties hereunder, or obligation contained in this Agreementas a result of acting upon any instructions reasonably believed by it to have been duly authorized by a Fund or the Administrator, or (iii) any act upon reasonable reliance on information or omission records given or made by a Fund or the Trust (Administrator, provided that this indemnification shall not apply to actions or any omissions of the Sub-Administrator, its officers, or employees in cases of its affiliates) which constitutes or their own negligence, reckless willful misconduct, willful malfeasancebad faith, or lack reckless disregard of good faith in fulfilling the terms their obligations and obligations of duties under this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability and indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street a. The Sub-Adviser shall not be liable for any action taken, omitted or suffered to be taken by it in its reasonable judgment, in good faith and believed by it to be authorized or within the discretion, rights or powers conferred upon it by this Agreement, or in accordance with (or in the absence of) specific directions or instructions from the Trust or the Adviser, provided, however, that such acts or omissions shall not have resulted from the Sub-Adviser’s willful misfeasance, bad faith, gross negligence or a reckless disregard of duty. Nothing in this Section 13 shall be held to construed in a standard manner inconsistent with Section 17(i) of reasonable care in carrying out its duties under this Agreement. State Street the ▇▇▇▇ ▇▇▇. b. The Adviser shall be responsible for indemnify the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State StreetSub-Adviser, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street affiliates and its stockholders, directors, officers, employees, agents, and representatives controlling persons (collectively, the “Trust Adviser Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), for any liability and expenses, including reasonable attorneys’ fees, howsoever arising from from, or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligencewith, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations Adviser’s breach of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, termrepresentations and warranties herein, or obligation contained in this Agreementas a result of the Adviser’s willful misfeasance, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes bad faith, negligence, reckless misconduct, willful malfeasancedisregard of its duties hereunder, or lack violation of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreementapplicable law; provided, however, that State Street the Adviser Indemnified Persons shall not be required to provide indemnification indemnified for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its any liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that expenses which may be available to sustained as a direct result of the Sub-Adviser’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder. c. The Sub-Adviser shall indemnify the Adviser, the Trust and each Fund, and their respective affiliates and controlling persons (the “Sub-Adviser Indemnified Persons”) for any liability and expenses, including reasonable attorneys’ fees, which the Adviser, the Trust or a Fund and their respective affiliates and controlling persons may sustain as a result of the Sub-Adviser’s willful misfeasance, bad faith, negligence, or reckless disregard of its duties hereunder; provided, however, that the Sub-Adviser Indemnified Persons shall not be indemnified for any other State Street Indemnified Person. The indemnification and limitation liability or expenses which may be sustained as a direct result of liability contained herein shall survive the termination Adviser’s willful misfeasance, bad faith, negligence, or reckless disregard of this Agreementits duties hereunder, or violation of applicable law.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely and directly caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII hereinemployees. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ ' FEES) IN ANY WAY DUE TO THE TRUST’S 'S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S 'S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will Trust shall indemnify and hold harmless State Street harmless from all loss, cost, damage and its stockholdersexpense, directorsincluding reasonable fees and expenses for counsel, officersincurred by State Street resulting from any claim, employeesdemand, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether action or not involving a third-party claim (collectively, the “Damages”), arising from or suit in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations Street's acceptance of this Agreement, (ii) any act action or omission by it in the Trust (or any performance of its affiliates) which constitutes a breach of any representation, warranty, termduties hereunder, or obligation contained in this Agreement, or (iii) as a result of acting upon any act or omission instructions reasonably believed by it to have been duly authorized by the Trust (or any its third-party agents, provided that this indemnification shall not apply to actions or omissions of State Street, its officers or employees in cases of its affiliates) which constitutes negligence, reckless or their own negligence or willful misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street Distributor shall be held obligated to a standard of act in good faith and to exercise commercially reasonable care and diligence in carrying out the performance of its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth Notwithstanding anything in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for to the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance contrary Distributor and each of its duties hereunder unless caused by or resulting from the negligenceaffiliates, reckless misconductmembers, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholdersshareholders, directors, officers, partners, employees, agents, and representatives successors or assigns (collectively, the “Trust Indemnified PersonsDistributor Associates”) forshall not be liable to Broker-Dealer for any Losses1 arising out of this Agreement (such Losses are “Covered Losses”) except for Losses finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, willful misconduct or fraud of Distributor in the performance of Distributor's duties, obligations, representations, warranties or indemnities under this Agreement (such Losses are “Excluded Losses”). Under no circumstances shall Distributor Associates be liable for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. Broker-Dealer shall indemnify, defend and will hold harmless Distributor Associates from and against Covered Losses (including legal fees and costs to enforce this provision), but not Excluded Losses, that Distributor Associates suffer, incur, or pay to the Trust Indemnified Persons the amount of, as a result of any actual and direct damages, whether or not involving a third-party claim or claim among the parties arising out of the subject matter of or otherwise in any way related to this Agreement (collectively, the “DamagesClaims”), arising from including but not limited to all actions taken by Distributor or Distributor Associates that are necessary to provide the services under this Agreement or in connection with reliance upon any instructions, information, or requests, whether oral, written or electronic, received from Broker-Dealer or its officers. Any expenses (iincluding legal fees and costs) incurred by Distributor Associates in defending or responding to any act or omission by State Street Claims (or in enforcing this provision) shall be paid by Broker-Dealer on a quarterly basis prior to the final disposition of such matter upon receipt by Broker-Dealer of an undertaking by Distributor to repay such amount if it shall be determined that a Distributor Associate is not entitled to be indemnified. Notwithstanding the foregoing, nothing contained in this paragraph or elsewhere in this Agreement shall constitute a waiver by Broker-Dealer of any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be legal rights available to State Street under U.S. federal securities laws or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay laws whose applicability is not permitted to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementcontractually waived.

Limitation of Liability and Indemnification. State Street (a) The Sub-Adviser shall not be held liable for, and the Trust, Fund and Adviser will not take any action against the Sub-Adviser to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for hold the performance of only such duties as are set forth in this Agreement andSub-Adviser liable for, except as otherwise provided under Section XVIany breach hereof, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss suffered by the Trust, Fund or damage Adviser (including, without limitation, by reason of the purchase, sale or retention of any security or other asset) in connection with the performance of the Sub-Adviser’s duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. (iiib) To the fullest extent permitted by applicable law, the Trust, Fund and Adviser, severally and jointly, shall indemnify the Sub-Adviser, its affiliates and the officers, directors, employees and agents of the Sub-Adviser and its affiliates (each an “indemnitee”) against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit relating to the Fund or the Adviser and not resulting from the willful misfeasance, bad faith, negligence, or reckless disregard of any indemnitee in the performance of the obligations and duties of any indemnitee’s office. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or omission limit any rights that the Fund or the Adviser may have under those laws. An indemnitee will not confess any claim or settle or make any compromise in any instance in which the Fund or the Adviser will be asked to provide indemnification, except with the Fund’s and the Adviser’s prior written consent. Any amounts payable by the Trust Fund under this section shall be satisfied only against the assets of the Fund and not against the assets of any other investment series of the Trust. (c) Promptly after receipt by an indemnitee of notice of any claim for which indemnification would be sought, the indemnitee shall notify the indemnifying party thereof in writing. If indemnification rights are claimed pursuant to this section, all the indemnitees shall retain one counsel and such counsel shall be approved in advance by the Fund. In addition, if any such claim or action shall be brought against an indemnitee or indemnitees, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof with counsel reasonably satisfactory to the indemnitee or indemnitees. After notice from the indemnifying party to the indemnitee or indemnitees of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnitee or indemnitees under this section for any legal or other expenses subsequently incurred by the indemnitee or indemnitees in connection with the defense thereof other than reasonable costs of investigation. (d) Any indemnification made in accordance with this section shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification to be liable to the Fund or its shareholders (or any to the Adviser) by reason of its affiliates) which constitutes willful misfeasance, bad faith, negligence, or reckless misconduct, willful malfeasance, or lack disregard of good faith the duties involved in fulfilling the terms and obligations conduct of this Agreement. the indemnitee’s office. (e) The remedies rights of indemnification provided in this paragraph are section shall not be exclusive of or limit affect any other remedies that rights to which any person may be available to State Street entitled by contract or any other Trust Indemnified Personotherwise under law. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation Nothing contained in this Agreement or (ii) section shall affect the power of the Fund to purchase and maintain liability insurance on behalf of any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementindemnitee.

Limitation of Liability and Indemnification. State Street shall be held to a standard 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE ASSUMED BY OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. In the absence of reasonable care willful misfeasance, gross negligence, bad faith or fraud in carrying out the performance of the Services, or reckless disregard of its duties under this Agreement. State Street , the Administrator shall not be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability liable for any error of judgment or mistake of law or for any loss arising out of any investment or damage resulting from for any act or omission in carrying out its duties under this Agreement. For the avoidance of doubt, the Administrator shall not be responsible for any breach in the performance or nonperformance of its duties hereunder unless caused by obligations under this Agreement due to (i) the failure or resulting from delay of the negligenceCompany or its agents (other than CSIM itself) to perform its obligations under this Agreement or (ii) the Administrator’s reliance on the Company Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Section 5, reckless misconductthe term “Administrator” shall include the officers, willful malfeasance or lack directors, employees, affiliates and agents of good faith of State Streetthe Administrator as well as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET IN NO EVENT SHALL NOT THE ADMINISTRATOR BE LIABLE FOR ANY SPECIALINCIDENTAL, INDIRECT, INCIDENTALSPECIAL, PUNITIVE, CONSEQUENTIAL, OR CONSEQUENTIAL OTHER NON-DIRECT DAMAGES OF ANY KIND WHATSOEVER (INCLUDINGWHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, WITHOUT LIMITATIONSTRICT LIABILITY, ATTORNEYS’ FEES) IN TORT OR ANY WAY DUE TO OTHER THEORY AND REGARDLESS OF WHETHER THE TRUST’S USE TRUST IS ADVISED OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE POSSIBILITY OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. ANY SUCH DAMAGES. 5.02 The Trust, or, if applicable, the relevant Portfolio, will Company shall indemnify and hold harmless State Street the Administrator from and its stockholders, directors, officers, employees, agentsagainst, and representatives (collectivelythe Administrator shall have no liability in connection with, the “Trust Indemnified Persons”) forany and all actions, suits and claims, whether groundless or otherwise, and will pay to the Trust Indemnified Persons the amount offrom and against any and all losses, any actual and direct damages, whether costs, charges, payments, expenses and liabilities (including reasonable counsel fees and disbursements) arising directly or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by State Street an authorized Person of the Company; provided that this clause(i) shall not apply if any such loss, damage, cost, charge or expense is caused by or arises from the Administrator’s willful misfeasance, gross negligence, bad faith or fraud in the performance of the Services, or the Administrator’s reckless disregard of its duties under this Agreement; (ii) any violation by the Company or any agent of its affiliatesthe Company of any applicable investment policy, law or regulation, (iii) pursuant to this Agreement which does not constitute negligenceany misstatement or omission in Company Materials or any Company Data; (iv) any breach by the Company of any representation, reckless misconduct, willful malfeasance warranty or lack of good faith agreement contained in fulfilling the terms and obligations of this Agreement, ; (iiv) any act or omission of the Company, the Company’s other service providers (such as custodians, prime brokers, transfer agents, investment advisers and sub-adviser(s)); (vi) any pricing error caused by the Trust (failure of the Company’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, trade ticket; or (iiivii) any act or omission by of the Trust (Administrator as a result of the Administrator’s compliance with the Regulations, as defined in Section 12.12, including, but not limited to, returning an investor or Authorized Participant’s investment or restricting the payment of redemption proceeds. 5.03 The Administrator may apply to the Company, the Company’s sponsor or any of its affiliates) which constitutes negligencePerson acting on the Company’s behalf at any time for instructions and may consult counsel for the Company or the Company’s sponsor or with accountants, reckless misconductcounsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, willful malfeasance, and the Administrator shall not be liable or lack of accountable for any action taken or omitted by it in good faith in fulfilling accordance with such instruction or upon the terms and obligations advice of this Agreementcounsel, accountants or other experts. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectivelyAlso, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street Administrator shall not be required liable for actions taken pursuant to provide any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Company until receipt of written notice thereof. To the extent that the Administrator consults with Company counsel pursuant to this provision, any such expense shall be borne by the Company. 5.04 The Administrator shall have no liability for its reliance on the Company Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.05 The Administrator shall have no obligation with respect to any laws relating to the distribution, purchase or sale of Shares or Creation Units. Further, the Company assumes full responsibility for the preparation, contents and distribution of its Company Materials and its compliance with all applicable laws, rules, and regulations. 5.06 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations or inquiries with respect to which indemnification hereunder may ultimately be merited. If in any case the Company is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Company of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for damages arising from errors caused indemnification, but failure to do so shall not affect the rights hereunder. 5.07 The Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought involving any claims subject to this indemnity provision. If the Company elects to assume the defense of any such claim, the defense shall be conducted by inaccurate prices received from independent pricing services counsel chosen by the Company and reasonably relied upon by State Streetsatisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that State Street is required the Company elects to provide indemnification assume the defense of any suit and retains counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the fees and expenses of any counsel retained by the Administrator. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party’s written consent. 5.08 The rights afforded to the Administrator under this Section XII5 shall extend, its liability shall be limited as described under upon the same terms and conditions, to all directors, officers, employees, representatives and other agents of the Administrator and to every Person who controls the Administrator within the meaning of Section XIII below. 15 of the 1933 Act, all of whom are intended beneficiaries of this Section of the Agreement. 5.09 The remedies provided in provisions of this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein Section 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVIXV, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII XII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIALState Street shall not be liable for any special, INDIRECTINdirect, INCIDENTALincidental, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER or consequential damages of any kind whatsoever (INCLUDINGincluding, WITHOUT LIMITATIONwithout limitation, ATTORNEYS’ FEESattorneys' fees) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENTin any way due to the Trust's use of the services described herein or the performance of or failure to perform State Street's obligations under this Agreement. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, Trust will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “"Trust Indemnified Persons”") for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “"Damages”"), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “"State Street Indemnified Persons”") for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XIIXI, its liability shall be limited as described under Section XIII XII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible Except for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by the gross negligence or resulting intentional misconduct of Pole Owner, Licensee shall indemnify, protect and hold harmless Pole Owner, it successors and assigns, from the negligenceand against any and all claims, reckless misconductdemands, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form causes of action, whether in contract costs (including negligence), strict liabilityattorney’s fees) or other liabilities for damages to property and injury or death to persons which may arise out of, or otherwise and regardless be connected with: (a) the erection, maintenance, presence, use or removal of whether such damages are foreseeableLicensee’s Equipment; or (b) any act of Licensee on or in the vicinity of Pole Owner’s Poles. The TrustExcept for liability caused by the gross negligence or intentional misconduct of Pole Owner, orLicensee shall also indemnify, if applicable, the relevant Portfolio, will indemnify protect and hold harmless State Street Pole Owner, its successors and its stockholdersassigns from and against any and all claims, directorsdemands, officerscauses of action, employees, agents, and representatives costs (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”including attorney’s fees), or other liabilities arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligenceinterruption, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, termdiscontinuance, or obligation contained in this Agreementinterference with Licensee’s service to its customers which may be caused, or (iii) which may be claimed to have been caused, by any act or omission by action of Pole Owner undertaken in furtherance of the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations purposes of this Agreement. The remedies provided in this paragraph are not exclusive of In addition, Licensee shall, upon demand, and at its own sole risk and expense, defend any and all suits, actions, or limit any other remedies that legal proceedings which may be available brought against Pole Owner, or its successors and assigns, on any claim, demand, or cause of action arising from any interruption, discontinuance, or interference with Pole Owner’s service to State Street Pole Owner’s customers to the extent caused, or which may be claimed to have been caused, by any action of Licensee. To the extent Licensee shall be found to have caused such interruption, discontinuance, or interference, Licensee shall pay and satisfy any judgment or decree which may be rendered against Pole Owner, or its successors or assigns, in any such suit, action, or other Trust Indemnified Personlegal proceeding; and further, License shall reimburse Pole Owner for any and all legal expenses, including attorneys fees, incurred in connection therewith, including appeals thereof. State Street will indemnify Pole Owner warrants that its work in constructing and hold harmless maintaining the TrustPoles covered by this Agreement shall be consistent with prudent utility practices. Pole Owner further warrants that its own attachments to its Poles shall be constructed and maintained consistent with prudent utility practices. Pole Owner disclaims all other warranties, express or implied, including but not limited to the warranty of merchantability, fitness for particular purpose, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay similar warranties. Pole Owner’s liability to the State Street Indemnified Persons the amount of, Licensee for any Damages, action arising from or in connection with (i) any act or omission by State Street (or any out of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in activities relating to this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive to repair or replacement of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementdefective Poles.

Limitation of Liability and Indemnification. State Street (a) Neither the Portfolio Manager nor any person that is an "affiliated person" of the Portfolio Manager or any of its affiliated companies (collectively, "Associated Persons") shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability liable for any error of judgment or mistake of law or for any loss suffered by the Portfolio or damage the Trust in connection with the matters to which this Agreement relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption or sale of any security or other investment by the Trust on behalf of the Portfolio, except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Portfolio Manager in the performance or nonperformance of its duties hereunder unless caused or from reckless disregard by it of its duties under this Agreement. In no event shall the Portfolio Manager or resulting its Associated Persons have any liability arising from the negligenceconduct of any other portfolio manager with respect to the portion of the Portfolio's assets not allocated to the Portfolio Manger. The parties agree that any stated limitations on liability shall not relieve the Portfolio Manager from any responsibility or liability under state of federal statutes. (b) Notwithstanding the foregoing, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees andPortfolio Manager expressly agrees that the Trust may rely upon: (i) the Portfolio Manager's current Form ADV; and (ii) information provided, in such eventwriting, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay by Portfolio Manager to the Trust Indemnified Persons in accordance with Section 9 of this Agreement or otherwise to the amount of, any actual extent such information was provided by Portfolio Manager for the purpose of inclusion in the Trust's registration statement and direct damages, whether or not involving a third-party claim amendments thereto and certain periodic reports relating to the Trust and its Portfolios that are required to be furnished to shareholders of the Trust and/or filed with the Securities and Exchange Commission (collectively, the “Damages”"SEC Filings"), arising from or in connection with as hereinafter defined provided that a copy of each SEC Filing is provided to Portfolio Manager: (i) any act or omission by State Street (or any at least 10 business days prior to the date on which it will become effective, in the case of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, a registration statement; (ii) any act or omission by at least 10 business days prior to the Trust (date upon which it is filed with the SEC in the case of the Trust's semi-annual-report on Form N-SAR or any of its affiliates) which constitutes a breach of any representation, warranty, term, shareholder report or obligation contained in this Agreement, proxy statement; or (iii) at least 10 business days prior to first use, in the case of any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations other SEC Filing. For purposes of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless Section 5, "SEC Filings" means the Trust, 's registration statement and its respective shareholders, trustees, directors, officers, agents, amendments thereto and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available periodic reports relating to the Trust or any other State Street Indemnified Person. The indemnification and limitation its Portfolios that are required by law to be furnished to shareholders of liability contained herein shall survive the termination of this AgreementTrust and/or filed with the Securities and Exchange Commission.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street The Sub-Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI6, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Funds or the Investment Manager insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Funds or the Investment Manager by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for the Funds, unless such loss, damage or expense is caused by the negligence or willful misconduct of the Sub-Administrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless directly caused by or resulting from the negligencenegligence or willful misconduct of the Sub-Administrator, reckless misconductits officers or employees. In no event shall the Sub-Administrator be responsible for any indirect, willful malfeasance incidental, consequential, or lack punitive damages, loss of good faith profits, damage to reputation or business or any other special damages arising under or by reason of State Streetany provision of this Agreement or for any act or omission hereunder, whether such liability is asserted on the basis of contract, tort or otherwise even if the Sub-Administrator had been advised of the possibility of such damages. Notwithstanding anything in this Agreement to the contrary, (i) in no event shall the aggregate liability (“Aggregate Liability”) of the Sub-Administrator under this Agreement for all Funds and all claims during any year throughout the term of this Agreement exceed three times the amount of fees to be paid by the Investment Manager to the Sub-Administrator under the terms of the current fee schedule applicable for this service only, and (ii) the Sub-Administrator and the Investment Manager agree that any amount that the Sub-Administrator may agree to pay in response to a claim by the Investment Manager for recovery of losses, costs, damages or expenses resulting from the Sub-Administrator’s provision of services described herein, shall be applied to the calculation of the Aggregate Liability whether or not the Sub-Administrator acknowledges liability therefor under this Section. The Sub-Administrator shall not be accountable or liable to the Investment Manager, or any third party if the Sub-Administrator is unable to perform its responsibilities in accordance with this Agreement as a result of (i) any errors in the services based upon or arising out of information received in a timely or untimely manner by the Sub-Administrator from a source upon which the Sub-Administrator was authorized to rely, (ii) relevant information known to the Investment Manager which would impact the services but which is not communicated by the Investment Manager or its agent to the Sub-Administrator, or (iii) the suspension, discontinuance or termination of the transmission of information by information providers for any reason, provided the Sub-Administrator shall have made a reasonable commercial efforts to procure such transmission. The Investment Manager hereby acknowledges and agrees that the Sub-Administrator shall neither guarantee nor make any warranties whatsoever, with respect to the sources referenced above and to the accuracy or completeness of their information. The Investment Manager acknowledges and agrees that nothing herein is intended to diminish the responsibility of third parties, including without limitation, its clients, custodian banks, brokers, and pricing and administrative agents, under their respective contractual and/or business arrangements with the Investment Manager. In no event shall the Sub-Administrator be responsible for any loss, damages, liabilities, expenses, costs or claims incurred by the Investment Manager which are caused by or attributable to the negligent or fraudulent acts or omissions of, and any misinformation provided by any such third party, nor shall the Sub-Administrator be responsible for resolving any errors or other exceptions with respect to information in connection with assets held by the Investment Manager, its agents, custodian banks and other third parties. The Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action, communication disruption, and any failures to perform or delays in performance by postal or courier services or third-party information providers. The Sub-Administrator shall in no event be required to take any action which is in contravention of any applicable law, rule or regulation or any order or judgment of any court of competent jurisdiction. The Investment Manager shall review the services performed by the Sub-Administrator under this Agreement promptly and periodically and shall notify the Sub-Administrator of any improper performance, discrepancy or error therein. Unless the Investment Manager provides written notice of any such discrepancy or error within one year after such services are performed, the Services shall be deemed to have met the duties and standards set forth herein. Without limiting the generality of any of the foregoing provisions, in no event shall the Sub-Administrator be liable for any taxes, penalties, fines, costs, charges or fees imposed on the Investment Manager in connection with the services hereunder. The Investment Manager acknowledges that the Sub-Administrator’s activities herender are not subject to audit, nor are they a substitute for an independent audit of the accounts. In no event shall the Sub-Administrator be responsible for providing investment management services or advice or legal advice under this Agreement, nor shall the Sub-Administrator be liable for the investment management services and advice received or given by the Investment Manager or the legal advice received by the Investment Manager from its counsel or other legal counsel. The Investment Manager shall indemnify and hold the Sub-Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Sub-Administrator resulting from any claim, demand, action or suit in connection with any action or omission by the Sub-Administrator in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Funds or the Investment Manager or upon reasonable reliance on information or records given or made by the Funds or the Investment Manager or the Funds respective investment adviser or sub-adviser, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless cases of the form of action, whether in contract (including negligence), strict liability, its or otherwise and regardless of whether such damages are foreseeabletheir own negligence or willful misconduct. The Trust, or, if applicable, the relevant Portfolio, will Sub-Administrator shall indemnify and hold harmless State Street the Investment Manager and its stockholders, directors, officers, employeesemployees and agents harmless from all loss, agentscost, damage and representatives (collectivelyexpense, including reasonable fees and expenses for counsel, incurred by the “Trust Indemnified Persons”) forInvestment Manager resulting from any claim, and will pay to the Trust Indemnified Persons the amount ofdemand, any actual and direct damages, whether action or not involving a third-party claim (collectively, the “Damages”), arising from or suit in connection with (i) any act negligent action or omission by State Street (or any Sub-Administrator in the performance of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreementduties hereunder. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability indemnifications contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall 10.3.1 Windstream will not be liable to Spectrotel for any losses or damages arising out of errors, interruptions, defects, failures, delays, or malfunctions of the White Pages services, including any and all associated equipment and data processing systems, unless said losses or damages result from Windstream’s gross negligence or willful or wanton or intentional misconduct. Any losses or damages for which Windstream is held to a standard of reasonable care in carrying out its duties liable under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVIto Spectrotel, shall have in no responsibility event exceed the amount of the charges billed to Spectrotel for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject White Pages services with respect to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless period beginning at the time notice of the form of actionerror, whether in contract (including negligence)interruption, strict liabilitydefect, failure, or otherwise and regardless of whether such damages are foreseeable. The Trustmalfunction is received by Windstream to the time Service is restored. 10.3.2 Spectrotel agrees to defend, orindemnify, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street Windstream from any and all losses, damages, or other liability that Windstream may incur as a result of claims, demands, wrongful death actions, or other claims by any Party that arise out of Spectrotel's Customers’ use of the White Pages services, or the negligence or wrongful act of Spectrotel except to the extent any such losses, damages or other liability solely from Windstream’s gross negligence or willful misconduct. Spectrotel will defend Windstream against all Customer claims just as if Spectrotel had provided such service to its stockholdersCustomer with Spectrotel's own employees and will assert its contractual or tariff limitation of liability, directorsif any, officersfor the benefit of both Windstream and Spectrotel. 10.3.3 Spectrotel agrees to release, employeesdefend, agentsindemnify, and representatives (collectivelyhold harmless Windstream from any claims, demands, or suits with respect to any infringement or invasion of privacy or confidentiality of any person or persons caused or claimed to be caused, directly, or indirectly, by Windstream employees or equipment associated with provision of the “Trust Indemnified Persons”) forWhite Pages services, and will pay except to the Trust Indemnified Persons the amount ofextent any such losses, any actual and direct damages, whether damages or other liability is based on or results from Windstream’s gross negligence or willful misconduct. This provision includes but is not involving a third-party claim (collectively, the “Damages”), limited to suits arising from disclosure of the telephone number, address, or name associated with the telephone called or the telephone used in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this AgreementWhite Pages services.

Limitation of Liability and Indemnification. State Street (a) Except as may otherwise be provided by the 1940 Act or other federal securities laws, neither the Sub-Adviser nor any of its officers, directors, employees or agents shall be held subject to a standard of reasonable care in carrying out its duties any liability under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss arising out of any investment or damage resulting from other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement, except by reason of willful misfeasance, bad faith or gross negligence in the performance or nonperformance of the Sub-Adviser’s duties hereunder; by reason of reckless disregard by the Sub-Adviser of its duties hereunder unless caused hereunder; or any violation by the Sub-Adviser of any applicable federal or resulting from state law or regulation or any duty imposed under federal or state law. (b) Except as may otherwise be provided by the negligence1940 Act or other federal securities laws, reckless misconductneither the Adviser nor any of its officers, willful malfeasance directors, employees or lack of good faith of State Street, its officers or employees and, in such event, such liability will agents shall be subject to any liability under this Agreement for any error of judgment or any loss arising out of any investment or other act or omission in the limitations set forth course of, connected with, or arising out of any service to be rendered under this Agreement, except by reason of willful misfeasance, bad faith or gross negligence in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless the performance of the form Adviser’s duties hereunder; by reason of action, whether in contract reckless disregard by the Adviser of its duties hereunder; or any violation by the Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. c) The Trust, or, if applicable, the relevant Portfolio, will Sub-Adviser shall indemnify and hold harmless State Street the Adviser and its stockholdersofficers, directors, officersemployees and agents from and against any and all claims, employeeslosses, agents, liabilities or damages (including reasonable attorney’s fees and representatives (collectively, the “Trust Indemnified Persons”other related expenses) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), howsoever arising from or in connection with (i) any act or omission by State Street (or any the performance of the Sub-Adviser’s obligations under this Agreement in the event, but only in the event, that the Sub-Adviser is grossly negligent in the performance of its affiliatesduties hereunder or has acted in bad faith or with willful misfeasance or reckless disregard in the performance of its duties hereunder; provided, however, that the Sub-Adviser’s obligation under this Paragraph 5(c) pursuant shall be reduced to this Agreement which does not constitute the extent that the claim against, or the loss, liability or damage experienced by the Adviser, is caused by or is otherwise directly related to the Adviser’s own willful misfeasance, bad faith or gross negligence, or to the reckless misconduct, willful malfeasance or lack disregard of good faith in fulfilling the terms and obligations of its duties under this Agreement, . (iid) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will Adviser shall indemnify and hold harmless the Trust, Sub-Adviser and its respective shareholders, trusteesofficers, directors, officersemployees and agents from and against any and all claims, agentslosses, liabilities or damages (including reasonable attorney’s fees and representatives (collectively, the “State Street Indemnified Persons”other related expenses) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, howsoever arising from or in connection with (i) any act or omission by State Street (or any the performance of the Adviser’s obligations under this Agreement in the event, but only in the event, that the Adviser is grossly negligent in the performance of its affiliates) which constitutes a breach of any representation, warranty, term, duties hereunder or obligation contained has acted in this Agreement bad faith or (ii) any act with willful misfeasance or omission by State Street (or any reckless disregard in the performance of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreementduties hereunder; provided, however, that State Street the Adviser’s obligation under this Paragraph 5(d) shall not be required reduced to provide indemnification for damages arising from errors the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street or is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available otherwise directly related to the Trust Sub-Adviser’s own willful misfeasance, bad faith or any other State Street Indemnified Person. The indemnification and limitation gross negligence, or to the reckless disregard of liability contained herein shall survive the termination of its duties under this Agreement.

Limitation of Liability and Indemnification. State Street Neither party shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible liable for any direct, consequential, or other damages suffered by the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment affiliate, licensee, or mistake of law or for any loss or damage third party resulting from the performance other party’s, any affiliate’s, licensee’s or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless any third party’s use of the form of actionproject data or any project intellectual property, whether in contract (including negligence)tangible, strict liabilityconceived, discovered or otherwise and regardless of whether such damages are foreseeabledeveloped under this agreement. The TrustSponsor shall defend, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street Emory, and its stockholdersrespective trustees, officers, directors, officersstudents, employees, agents, and representatives agents (collectively, the “Trust Indemnified PersonsEmory Indemnitees”) for, from and will pay to the Trust Indemnified Persons the amount of, against any actual and direct damages, whether or not involving a all third-party claim claims, lawsuits and demands and the associated liabilities, damages, costs and expenses (including reasonable attorney fees) (each, a “Claim” and collectively, “Claims”) arising out of or relating to (i) the “Damages”participation in and/or performance of the Project by Emory, (ii) the use by Sponsor of the results or data generated in the performance of the Project, (iv) any negligent act or omission, or willful misconduct, on the part of any Sponsor Indemnitees (as defined below), or (v) any material breach of this Agreement by any Sponsor Indemnitee; provided, however, that Sponsor’s indemnification obligations shall not extend to an Emory Indemnitee for that portion of any Claim attributable to (i) the negligence or willful misconduct of any Emory Indemnitees in their performance of the Project under this Agreement, or (ii) any material breach of this Agreement by any Emory Indemnitee. Emory shall defend, indemnify and hold harmless Sponsor, its agents, employees, officers, affiliates and assigns (“Sponsor Indemnitees”) from and against any and all third-party Claims to the extent arising from out of or relating to (i) the negligence or willful misconduct of any Emory Indemnitees in connection with their performance of the Project under this Agreement, or (ii) any material breach of this Agreement by any Emory Indemnitee; provided, however, that the indemnification obligations of Emory shall not extend to a Sponsor Indemnitee for that portion of any Claim attributable (i) any negligent act or omission by State Street (omission, or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling misconduct on the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach part of any representation, warranty, term, or obligation contained in this AgreementSponsor Indemnitee, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations material breach of this Agreement. The remedies provided in this paragraph are not exclusive of or limit Agreement by any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this AgreementSponsor Indemnitee.

Limitation of Liability and Indemnification. State Street shall be held (a) In the absence of (i) willful misfeasance, bad faith or gross negligence on the part of the Subadviser, (ii) the failure to disclose to the Adviser a standard material fact regarding the Subadviser or its investment advisory services as they relate to the Fund; (iii) the failure to correct any untrue statement of reasonable care in carrying out a material fact regarding the Subadviser made by the Subadviser to the Adviser, or (iv) the reckless disregard by the Subadviser of its obligations and duties under this Agreement, the Subadviser shall not be subject to any liability to the Adviser, the Trust or a Fund, any shareholder of a Fund, or to any person, firm or organization, for any act or omission in the course of or in connection with rendering its services under this Agreement. State Street Specifically, the Subadviser shall not be responsible for liable to the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions Adviser or activities of any other party, including other service providers. State Street shall have no liability a Fund for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligencelaw, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in of Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES17(i) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form 1940 Act. Nothing herein, however, shall derogate from the Subadviser's obligations under federal and state securities laws. Any person, even though also employed by the Subadviser, who may be or become an employee of actionand paid by the Trust or a Fund shall be deemed, whether when acting within the scope of his employment by the Trust or a Fund, to be acting in contract such employment solely for the Trust or a Fund and not as the Subadviser's employee or agent. Subadviser will maintain appropriate fidelity bond insurance coverage and shall provide evidence of such coverage upon request of Adviser. (including negligence)b) In the absence of (i) willful misfeasance, strict liabilitybad faith or gross negligence on the part of the Adviser, (ii) the failure of the Adviser to disclose in the Prospectus or otherwise and regardless of whether such damages are foreseeable. The any filing made with the SEC respect to the Trust, ora Fund or the Adviser any material fact; (iii) the failure by the Adviser to correct any untrue statement of a material fact contained in the Prospectus or any other filing made with the SEC regarding the Trust, if applicablea Fund or the Adviser; or (iv) the reckless disregard by the Adviser of its obligations and duties under this Agreement, Adviser shall not be subject to any liability to Subadviser for any act or omission in the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from course of or in connection with (i) any act or omission by State Street (or any of the Adviser's carrying out its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms duties and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of under this Agreement. The remedies provided in this paragraph are Specifically, the Adviser shall not exclusive be liable to the Subadviser for any error of judgment or limit any other remedies that may be available to State Street or any other Trust Indemnified Personmistake of law. State Street will Nothing herein, however, shall derogate from the Adviser's obligations under federal and state securities laws. (c) Subadviser and Adviser shall each defend, indemnify and hold harmless the Trust, other party and its respective shareholders, trustees, directorsthe other party's affiliates, officers, trustees/directors, members, employees and agents, from and representatives against any claim, loss, liability, judgment, awards, settlements for which prior approval of the indemnifying party is obtained, damages, deficiency, penalty, cost or expense (collectively, the “State Street Indemnified Persons”including without limitation reasonable attorneys' fees and disbursements for external counsel) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising resulting from or in connection with (i) any act the reckless disregard of the indemnifying party's obligations and duties hereunder; (ii) willful misfeasance, bad faith or omission by State Street (or any gross negligence on the part of the indemnifying party, its affiliates) which constitutes a breach of any representationofficers, warrantytrustees/directors, termmembers, or obligation contained in employees and agents with respect to this Agreement or a Fund or (iiiii) the failure of the indemnifying party to disclose any act material fact or omission by State Street the failure of the indemnifying party to correct any untrue statement of a material fact whether such claim, loss, liability, damages, deficiency, penalty, cost or expense was incurred or suffered directly or indirectly. (or d) Adviser is liable to, and shall indemnify, a Fund and the Trust for any acts and omissions of its affiliates) which constitutes negligencethe Subadviser to the same extent the Adviser, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling under the terms of the Advisory Agreement, is liable to, and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services must indemnify a Fund and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. for the Adviser's acts and omissions. (e) The indemnification and limitation provisions in Section 10 of liability contained herein the Agreement shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held (a) In the absence of (i) willful misfeasance, bad faith, or gross negligence on the part of the Subadviser or reckless disregard of its duties, (ii) the failure to disclose to the Adviser a standard material fact regarding the Subadviser or its investment advisory services as they relate to the Fund; (iii) the failure to correct any untrue statement of reasonable care in carrying out a material fact regarding the Subadviser made by the Subadviser to the Adviser, or (iv) the reckless disregard by the Subadviser of its obligations and duties under this Agreement, the Subadviser shall not be subject to any liability to the Adviser, the Trust or the Fund, any shareholder of the Fund, or to any person, firm or organization, for any act or omission in the course of or in connection with rendering its services under this Agreement. State Street Specifically, the Subadviser shall not be responsible for liable to the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for Adviser or the actions or activities of any other party, including other service providers. State Street shall have no liability Fund for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligencelaw, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in of Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES17(i) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form 1940 Act. Nothing herein, however, shall derogate from the Subadviser's obligations under federal and state securities laws. Any person, even though also employed by the Subadviser, who may be or become an employee of actionand paid by the Trust or the Fund shall be deemed, whether when acting within the scope of his employment by the Trust or the Fund, to be acting in contract such employment solely for the Trust or the Fund and not as the Subadviser's employee or agent. Subadviser will maintain a reasonable amount of fidelity bond insurance coverage and shall provide evidence of such coverage upon request of Adviser. (including negligence)b) In the absence of (i) willful misfeasance, strict liabilitybad faith or gross negligence on the part of the Adviser or reckless disregard of its duties, (ii) the failure of the Adviser to disclose in the Prospectus or otherwise and regardless of whether such damages are foreseeable. The any filing made with the SEC with respect to the Trust, or, if applicablethe Fund or the Adviser any material fact; (iii) the failure by the Adviser to correct any untrue statement of a material fact contained in the Prospectus or any other filing made with the SEC regarding the Trust, the relevant PortfolioFund or the Adviser; or (iv) the reckless disregard by the Adviser of its obligations and duties under this Agreement, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, Adviser shall not be subject to any liability to Subadviser for any act or omission in the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from course of or in connection with (i) any act or omission by State Street (or any of the Adviser's carrying out its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms duties and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of under this Agreement. The remedies provided in this paragraph are Specifically, the Adviser shall not exclusive be liable to the Subadviser for any error of judgment or limit any other remedies that may be available to State Street or any other Trust Indemnified Personmistake of law. State Street will Nothing herein, however, shall derogate from the Adviser's obligations under federal and state securities laws. (c) Subadviser and Adviser shall each defend, indemnify and hold harmless the Trust, other party and its respective shareholders, trustees, directorsthe other party's affiliates, officers, trustees/directors, members, employees and agents, from and representatives against any claim, loss, liability, judgment, awards, settlements for which prior approval of the indemnifying party is obtained, damages, deficiency, penalty, cost or expense (collectively, the “State Street Indemnified Persons”including without limitation reasonable attorneys' fees and disbursements for external counsel) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising resulting from or in connection with (i) any act the reckless disregard of the indemnifying party's obligations and duties hereunder; (ii) willful misfeasance, bad faith or omission by State Street (or any gross negligence on the part of the indemnifying party, its affiliates) which constitutes a breach of any representationofficers, warrantytrustees/directors, termmembers, or obligation contained in employees and agents with respect to this Agreement or the Fund or (iiiii) the failure of the indemnifying party to disclose any act material fact or omission by State Street the failure of the indemnifying party to correct any untrue statement of a material fact whether such claim, loss, liability, damages, deficiency, penalty, cost or expense was incurred or suffered directly or indirectly. (or d) Adviser is liable to, and shall indemnify, the Fund and the Trust for any acts and omissions of its affiliates) which constitutes negligencethe Subadviser to the same extent the Adviser, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling under the terms of the Advisory Agreement, is liable to, and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services must indemnify the Fund and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. for the Adviser's acts and omissions. (e) The indemnification and limitation provisions in Section 10 of liability contained herein the Agreement shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held to a standard of a. Sub-Adviser will exercise reasonable care in carrying out its duties under this Agreementperformance of the services. State Street shall be responsible Except for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations indemnification obligations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence15(b), strict liabilityneither party, or otherwise and regardless nor its affiliates, nor any of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholderstheir respective officers, directors, officers, employees, agentsemployees or agents shall be liable hereunder for any actions performed or omitted to be performed or for any errors of judgment. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and representatives (collectivelynothing in this Agreement shall in any way constitute a waiver or limitation of any rights that either party, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, termFund/Company, or obligation contained in this Agreementthe respective Directors, or (iii) officers and shareholders may have under any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. such laws. b. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will Sub-Adviser shall indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectivelyAdviser, the “State Street Indemnified Persons”Fund/Company and their respective Directors, officers and shareholders from any and all claims, losses, expenses, obligation and liabilities (including reasonable attorney’s fees) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising or resulting from or in connection with (i) any act the Sub-Adviser’s fraud, willful misfeasance, bad faith, gross negligence, violation of law or omission by State Street (or any reckless disregard of its affiliates) which constitutes a breach of any representationduties hereunder, warranty, term, or obligation contained in this Agreement or (ii) the purchase of any act investment for the Portfolio that is inconsistent in a material respect with the Fund’s investment objective or omission by State Street principal investment strategies as stated in the Registration Statement. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund/Company and their respective Directors, officers and shareholders from any and all claims, losses, expenses, obligation and liabilities (or any of its affiliatesincluding reasonable attorney’s fees) which constitutes negligence, reckless misconduct, willful malfeasance, or lack arise solely on account of good faith any Sub-Adviser’s action(s) in fulfilling respect to any change of control of the terms Sub-Adviser and obligations of this Agreement; provided, however, that State Street are not otherwise typically borne by the Fund/Company. These expenses shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph include but are not exclusive of, the cost of notice to shareholders of any meeting or limit any other remedies that may be available vote necessary to approve the Trust or any other State Street Indemnified PersonInvestment Sub-Advisory Agreement and the cost of reprinting shareholder communications describing the new Investment Sub-Advisory Agreement. The indemnification Adviser shall indemnify and limitation hold harmless the Sub-Adviser, the Fund/Company, their respective Directors, officers and shareholders from any and all claims, losses, expenses, obligation and liabilities (including reasonable attorney’s fees) arising or resulting from the Adviser’s fraud, willful misfeasance, bad faith, gross negligence, violation of liability contained herein law or reckless disregard of its duties hereunder. This Section 15 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street Neither the Back-Up Servicer, nor any of its directors, officers, employees, or agents shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law action taken or for any loss or damage resulting refraining from the performance or nonperformance taking of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of any action in good faith of State Street, its officers pursuant to this Pooling and Servicing Agreement or employees and, for errors in such event, such liability will be subject to judgment and the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify Seller hereby indemnifies and hold harmless State Street the Back-Up Servicer and each of its stockholdersdirectors, officers, employees and agents, from and against any and all losses, liabilities, claims, charges, damages, fines, penalties, judgments, actions, suits, costs and expenses of any kind or nature whatsoever (including reasonable attorneys' fees and expenses and reasonable fees and expenses of experts) imposed on, incurred by, or asserted against the Back-Up Servicer or any of its directors, officers, employees, agents, and representatives (collectivelyor any or their respective successors or assigns, the “Trust Indemnified Persons”) for, and will pay in any way relating to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (out of this Agreement or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreementtransactions contemplated herein; provided, however, that State Street this provision shall not protect the Back-Up Servicer or any such other Person against any liability which would otherwise be required imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties or by reason of disregard of obligations and duties hereunder. The Back-Up Servicer and any director, officer, employee, or agent thereof shall be entitled to provide indemnification for damages rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Streethereunder. In The Seller's obligation to indemnify the event that State Street is required to provide indemnification under this Section XII, its liability Back-Up Servicer hereunder shall be limited as described under Section XIII below. The remedies to a cap of $100,000 for each calendar year for any loss, liability, claims, charges, damages, fines, penalties, judgments, actions, suits, costs and such other expenses incurred by the Back-Up Servicer during such calendar year; provided that any amounts not paid to Back-Up Servicer in this paragraph are not exclusive any calendar year due to application of or limit any other remedies that may such cap shall be available paid in subsequent calendar years, subject to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementsame annual cap.

Limitation of Liability and Indemnification. State Street (a) The Company shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement andreimburse, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street Service Provider and its stockholdersAffiliates, as well as their respective officers (and persons serving as officers of the Company at the request of Service Provider or the Board), directors, officersequityholders, employeesmembers, agentspartners, and representatives employees (collectively, the “Trust Indemnified Persons”) forIndemnitees,” and each, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the an “DamagesIndemnitee”), for and from all liability, claims, damages and losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, except to the extent arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust applicable Indemnitee that constitutes gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction. In addition, the Company shall promptly advance expenses incurred by Indemnitees for matters referred to in this Section 21(a) upon request for such advancement; provided, that the Indemnitee provides a written affirmation (i) of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Company pursuant to this Section 21(a) and (ii) that the Indemnitee will repay the amount paid or reimbursed by the Company, to the applicable extent, if it is ultimately determined by a final, non-appealable determination by a court of competent jurisdiction that the Indemnitee did not meet such standard. In addition to the indemnification obligations described in the foregoing sentence, the Company shall indemnify Service Provider, DDR and their respective Affiliates for any of its affiliates) which constitutes a breach liabilities, claims, damages or losses arising out of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and recorded guaranty obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available DDR and/or its Affiliates relating to State Street or any other Trust Indemnified Person. State Street will the Properties. (b) Service Provider shall indemnify and hold harmless the TrustCompany for and from all liability, claims, damages and losses, and its respective shareholdersrelated expenses, trusteesincluding reasonable attorneys’ fees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount ofextent that such liability, any Damagesclaims, arising from damages or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of Service Provider’s gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction in connection with (i) any act or omission by State Street (or any its performance of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreementduties hereunder; provided, however, that State Street Service Provider shall not be required held responsible for any action of the Board in following or declining to provide indemnification for damages arising from errors caused follow any advice or recommendation given by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall Service Provider. (c) The Indemnitees will not be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available liable to the Trust Company or any other State Street Indemnified Personof its Affiliates, or their respective officers, directors, equityholders, members, partners, or employees, for any liabilities, claims, damages or losses arising in the performance of any Indemnitee’s duties hereunder, except with respect to any act or omission that constitutes gross negligence or willful misconduct on the part of the applicable Indemnitee as determined by a final, non-appealable determination of a court of competent jurisdiction. The indemnification and limitation Notwithstanding anything herein to the contrary, including Section 21(b), in no event will any Indemnitee be liable to the Company or any of liability contained herein shall survive the termination its Affiliates, or their respective officers directors, equityholders, members, partners, or employees, 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 third-party claims (whether based in contract, tort or otherwise), relating to, in connection with or arising out of this Agreement, including the Services to be provided by Service Provider or any of its Affiliates hereunder, or for any amount in excess of the fees actually received by Service Provider hereunder.

Limitation of Liability and Indemnification. State Street shall be held to a standard None of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for LPL, Advisor or FutureAdvisor has made, or is making, any guarantee about the future performance of only the Account, including, without limitation, any guarantee of a specific level of performance, the success of any given investment decision or strategy that LPL, FutureAdvisor and/or Advisor may recommend or undertake on Client’s behalf, or the success of the overall management of the Account. There may be loss or depreciation of the value of any investment due to the fluctuation of market values or numerous other factors. In addition, there can be no guarantee or representation that Client’s investment objectives will be achieved and Client agrees that none of LPL, Advisor or FutureAdvisor are responsible and/or liable for any failure to achieve such duties as are set forth in this Agreement and, investment objectives. To the fullest extent allowed by applicable law and except as otherwise provided under Section XVIfor in this Agreement, shall have no responsibility for none of LPL, Advisor, FutureAdvisor or their respective officers, directors, employees or affiliates or any employees, contractors, directors, suppliers or representatives (each of the actions or activities of any other partyforegoing, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or but not limited to LPL, Advisor and FutureAdvisor, being the “Indemnified Parties”) are liable: (i) for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject incurred with respect to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIALAccount, INDIRECTexcept where such loss directly results from an Indemnified Party’s negligence or misconduct; (ii) for decisions and/or actions that you take or authorize third parties to take on your behalf based on information you see on the Investor Portal; (iii) for any loss caused, INCIDENTALdirectly or indirectly, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER by government restrictions, exchange or market rulings, suspension of trading, war, strikes, software viruses, cyberattacks, information technology failures and similar issues, including lost and corrupted or misappropriated data or other conditions beyond LPL’s, Advisor’s or FutureAdvisor’s control; or (INCLUDINGiv) under contract, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence)tort, strict liability, negligence or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicableany other legal or equitable theory with respect to the Investor Portal, the relevant PortfolioProgram and/or Content (as defined below): (1) for any lost profits, will indemnify and hold harmless State Street and its stockholdersdata loss, directorscost of procurement of substitute goods or services, officersor special, employeesindirect, agentsincidental, and representatives punitive, or consequential damages or any kind whatsoever (collectively, the “Trust Indemnified Persons”however arising); or (2) for, and will pay to the Trust Indemnified Persons the amount of, for any actual and direct damages, whether damages or not involving a third-party claim (collectively, the “Damages”), losses of any kind whatsoever arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligencebugs, reckless misconductviruses, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, termTrojan horses, or obligation contained in this Agreementthe like (regardless of the source). Client shall defend, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligenceindemnify, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the TrustIndemnified Parties from all liabilities, claims, and its respective shareholdersexpenses, trusteesincluding, directorswithout limitation, officersjudgments, agentsfines, amounts paid or to be paid in settlements, and representatives reasonable attorneys’ fees incurred or suffered by an Indemnified Party: (collectively, the “State Street Indemnified Persons”i) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any the good faith performance of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in such Indemnified Party’s responsibilities to Client under this Agreement or Agreement; (ii) any act that arise from or omission by State Street (relate to Client’s use or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasancemisuse of, or lack of good faith in fulfilling access to, the terms and obligations Investor Portal, the Program, Content, or otherwise from any content that you post to the Investor Portal; (iii) that arise from or relate to Client’s breach of this Agreement; provided(iv) that arise from or relate to infringement by Client, howeveror any third party using the Account, of any intellectual property or other right of any person or entity; or (v) that State Street shall arise from or relate to Client’s provision of incomplete or inaccurate Client information. Notwithstanding the foregoing, an Indemnified Party will not be required indemnified for losses resulting from his, her, or its negligence or violation of applicable laws. LPL and FutureAdvisor reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Client, in which event Client will assist and cooperate with the Indemnified Parties in asserting any available defenses. If Client is a California resident, Client waives California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If Client is a resident of another jurisdiction, Client waives any comparable statute or doctrine. Notwithstanding the foregoing, certain federal and state securities laws and ERISA impose liability under certain circumstances on persons who act in good faith. Consequently, nothing in this Agreement shall, in any way, constitute a waiver or limitation of any rights that Client may have under federal or state securities laws or ERISA. Client acknowledges and understands that none of LPL, Advisor or FutureAdvisor provide indemnification tax, accounting or legal advice. Client acknowledges that certain ETFs may be subject to unique tax consequences such as K-1 tax reporting and tax treatment for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Streetcollectibles. In making tax, accounting or legal decisions, Client will consult with and rely on Client’s own advisors and not LPL, Advisor or FutureAdvisor, and LPL, Advisor and FutureAdvisor shall have no liability therefore. LPL is a member of the event that State Street is required Securities Investor Protection Corporation ("SIPC"). SIPC provides protection for the Account for up to provide indemnification under this Section XII$500,000, its liability shall be limited as described under Section XIII belowincluding $250,000 for claims for cash. The remedies provided account protection applies when a SIPC member firm fails financially and is unable to meet obligations to securities customers, but it does not protect against losses from the rise and fall in this paragraph are not exclusive the market value of or limit any other remedies that investments. More information on SIPC, including obtaining a SIPC Brochure, may be available to obtained by calling SIPC directly at (▇▇▇) ▇▇▇-▇▇▇▇ or by visiting ▇▇▇.▇▇▇▇.▇▇▇. FutureAdvisor will not have custody of the Trust Account’s assets or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive act as a custodian for the termination of this AgreementAccount.

Limitation of Liability and Indemnification. State Street (a) Neither the Portfolio Manager nor any person that is an "affiliated person" of the Portfolio Manager or any of its affiliated companies (collectively, "Associated Persons") shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption or damage sale of any security or other investment by the Trust except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Portfolio Manager or any such Associated Person in the performance or nonperformance of its duties hereunder unless caused or from reckless disregard by any such Portfolio Manager or resulting Associated Person of its duties under this Agreement. In no event shall the Portfolio Manager or its Associated Persons have any liability arising from the negligence, reckless misconduct, willful malfeasance or lack conduct of good faith of State Street, its officers or employees and, in such event, such liability will be subject any other portfolio manager with respect to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless portion of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeablePortfolio's assets not allocated to the Portfolio Manager. The Trustparties agree that any stated limitations on liability shall not relieve the Portfolio Manager from any responsibility or liability under state or federal statutes. (b) Notwithstanding the foregoing, or, if applicable, Portfolio Manager expressly agrees that the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay may rely upon written information provided by Portfolio Manager to the Trust Indemnified (including, without limitation, information contained in Portfolio Manager's then current Form ADV) concerning the Portfolio Manager and its Associated Persons in accordance with Section 9 of the amount of, any actual Agreement or otherwise in preparing the Trust's registration statement and direct damages, whether or not involving a third-party claim amendments thereto and certain periodic reports relating to the Trust and its Portfolios that are required to be furnished to shareholders of the Trust and/or filed with the Securities and Exchange Commission (collectively, the “Damages”"SEC Filing"), arising from or provided that a copy of any such filing is provided to Portfolio Manager at least 10 days prior to the date on which it will become effective, in connection with (i) any act or omission by State Street (or any the case of its affiliates) a registration statement or, in the case of proxy statements and/or shareholders report, at least 10 days prior to the date on which such document is first distributed shareholders for the purpose of obtaining Portfolio Manager's consent pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, Section (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreementv). The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available Portfolio Manager agrees to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the TrustTrust and each of its Trustees and officers from any claims, liabilities and its respective shareholdersexpenses (including reasonable attorneys' fees), trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with incurred: (i) any act or omission by State Street (or any of its affiliates) which constitutes as a breach result of any representation, warranty, termuntrue statement, or obligation contained alleged untrue statement, of a material fact made by Portfolio Manager in this Agreement or such written information; and/or (ii) any act or omission by State Street (or any as a result of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasancethe omission, or lack the alleged omission, in such written information of good faith any material fact necessary in fulfilling order to make the terms and obligations statements made, in the light of this Agreement; providedthe circumstances under which they are made, howevernot misleading ("Material Omission"), provided that State Street the Trust has relied upon such statement or Material Omission in preparing any SEC Filing. Portfolio Manager shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification indemnify any person under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive 5 to the extent that Portfolio Manager relied upon an untrue statement or Material Omission made by an officer or Trustee of or limit any other remedies that may be available to the Trust or where such untrue statement or Material Omission was made in reliance upon information furnished to the Portfolio Manager in writing by such officer or Trustee, or by the Trust's custodian bank, administrator or accounting agent. (c) The Trust agrees to indemnify and hold harmless the Portfolio Manager and its Associated Persons from any other State Street Indemnified Person. The indemnification claims, liabilities and limitation expenses, including reasonable attorneys' fees, incurred as a result of liability contained herein shall survive any untrue statement of a material fact which relates to information in any SEC filing, or any omission to state a material fact ("material omission") in any SEC filings in any case where the termination of this Agreementstatement or material omission was not based on written information supplied by electronic transmission or in writing to Trust, or to its administrator, transfer agent, custodian, distributor or to Hirtle Callaghan & Co., I▇▇., ▇▇▇ ▇▇▇▇▇'▇ investment manager, by the Portfolio Manager.

Limitation of Liability and Indemnification. State Street 5.01 Regarding disputes between Member and HEBP that do not involve or implicate liability of Member to a third party, liability for any errors or omissions by HEBP (or its officers, directors, employees, agents, or independent contractors) in the administration of this Agreement, or in the performance of any duty or responsibility contemplated by this Agreement, shall be held limited to the maximum benefits which should have been paid under this Agreement had the errors or omissions not occurred (including HEBP’s share of any arbitration expenses incurred) unless any such errors or omissions are adjudged to be the result of intentional misconduct, gross negligence, or intentional breach of a standard duty under this Agreement by HEBP. 5.02 Except as provided otherwise under Section 5.03, below, if a claim of reasonable care in carrying out its duties a third party arises from HEBP’s performance under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVIHEBP agrees to indemnify, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIALextent allowed by law, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and Plan Administrator, its stockholders, directors, officers, employees, agents, and representatives (collectivelyaffiliates against any and all liability, the “Trust Indemnified Persons”) forrisks, and will pay to the Trust Indemnified Persons the amount ofexpenses, any actual and direct costs, damages, whether losses or not involving a third-party claim (collectivelyjudgments incurred by Plan Administrator, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) officers, or employees, agents and affiliates to the extent such liability, obligations, risks, expenses, costs, damages, losses or judgments arise out of or result from, or are attributed to a breach of this Agreement by HEBP or the negligence, gross negligence or intentional, willful, or reckless acts or omissions of HEBP in the performance of services or duties pursuant to this Agreement Agreement. 5.03 As Plan Administrator has final authority to determine eligibility and benefits under its Plan and HEBP defers final benefit and eligibility determinations to the Plan Administrator, HEBP shall have no liability for its determinations of eligibility or benefits except for a determination concerning eligibility or benefits that is reversed by Plan Administrator, in which does case HEBP’s potential liability shall be limited to damages arising in whole or in part during the period of time between HEBP’s original denial and the reversal of that decision by Plan Administrator. HEBP will not constitute negligencebe liable in situations where the Plan Administrator provides coverage that is outside the scope of its coverage document. 5.04 The Plan Administrator agrees to indemnify, reckless misconductto the extent allowed by law and without creating a sinking fund, willful malfeasance and hold harmless HEBP, its officers, directors, employees, affiliates and agents against any and all liability, obligations, risks, expenses, costs, damages, losses, or lack judgments incurred by HEBP or any of good faith in fulfilling its officers, directors, employees, agents and affiliates to the terms and obligations extent such liability, obligations, risks, expenses, costs, damages, losses or judgments arise out of, result from, or are attributed to a breach by the Plan Administrator or its agents, directors, employees or affiliates of this Agreement, (ii) any act or omission by the Trust (negligence, gross negligence or any of its affiliates) which constitutes a breach of any representationintentional, warranty, termwillful, or obligation contained reckless acts or omissions of the Plan Administrator or its agents, officers or employees, in this Agreement, or (iii) any act or omission by the Trust (or any performance of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and their obligations of under this Agreement. The remedies provided in Examples of the conduct covered by this paragraph section include, but are not exclusive limited to: a. An interpretation of the Plan by the Plan Administrator or limit any other remedies that may be available authorized agents upon which HEBP relies; b. Erroneous or incomplete information, including eligibility information, furnished to State Street HEBP by the Plan Administrator, its employees or any other Trust Indemnified Person. State Street will indemnify and hold harmless its agents; c. A breach of this Agreement by the TrustPlan Administrator or authorized agent of the Plan Administrator; and d. Any action or proceeding resulting from an alleged failure to pay benefits under the Claims Administrative Document, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay except to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any extent of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes HEBP’s negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations . 5.05 The provisions of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall section survive the termination of this Agreement. 5.06 Plan Administrator and HEBP agree to immediately notify each other of any cause or action for which either party could ultimately be required to accept liability for performance of its duties and responsibilities under this Agreement. Plan Administrator and HEBP also agree not to compromise or settle any such cause or action without the express written consent of the other party. Each party may, at its discretion, choose to defend any such cause or action.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET IN NO EVENT SHALL NOT LOOPNET BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES) DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, OTHER INTANGIBLE LOSS, INACCURACIES, ERRORS OR OMISSIONS IN ANY WAY DUE TO THE TRUST’S INFORMATION, PRODUCTS OR SERVICES PROVIDED, RELIANCE BY THE LICENSEE ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES, LOSS OF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, DELETION OR CORRUPTION OF CONTENT OR DATA MAINTAINED OR TRANSMITTED THROUGH THE SERVICES DESCRIBED HEREIN USE OF LOOPNET'S SERVICES, PRIVATE LISTING FUNCTIONALITY OR THE PERFORMANCE OF OR LICENSEE'S FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER KEEP LICENSEE'S LOGIN AND/OR PASSWORD SECURE AND CONFIDENT) ARISING OUT OF THIS AGREEMENT. This disclaimer applies without limitation Licensee's exclusive remedy, and Licensor's entire liability under this Agreement, shall be a refund to claims regardless Licensee of the form of actionfees paid to Licensor hereunder, whether and in contract no event will Licensor's liability for any reason exceed such fee. Licensor (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholdersofficers, directors, officers, employees, employees and agents) shall not be liable for any damages whatsoever arising from Licensee's use of the Service, and representatives Licensee shall indemnify Licensor (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trusteesLicensor's officers, directors, officers, employees and agents), and representatives hold each of them harmless from and against any and all costs, damages or losses by any of them (collectivelyincluding, the “State Street Indemnified Persons”without limitation, reasonable attorneys' fees) for, and will pay to the State Street Indemnified Persons the amount of, as a result of a claim by any Damages, person other than Licensee arising from Licensee's use or in connection with (i) application of the Services, including but not limited to any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages liability arising from errors caused data, information or Listings uploaded to Website by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this AgreementLicensee.

Limitation of Liability and Indemnification. State Street a. Neither Intellicorp or its third party providers shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible liable for the performance of only such duties as are set forth in this Agreement andany loss, except as otherwise provided under Section XVIinjury, shall have no responsibility for the actions claim, liability or activities damage of any kind resulting in any way from (a) errors in or omissions from NPDB-HIPDB, or information available or not included therein, (b) the unavailability or interruption of access to NPDB-HIPDB, (c) use of NPDB-HIPDB information (regardless of whether Customer received any assistance from Intellicorp or any third party provider in using NPDB-HIPDB, (d) Customer’s use of any equipment in connection with NPDB-HIPDB, (e) the NPDB-HIPDB content, (f) any delay or failure in performance beyond the reasonable control of Intellicorp or any third party provider, (g) use of NPDB-HIPDB by an authorized individual, user or organization, authorized user or other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET third parties. b. NEITHER INTELLICORP NOR THE THIRD PARTY PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING WITHOUT LIMITATION, SPECIAL, INDIRECT, INCIDENTAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF OR EXEMPLARY DAMAGES, LOSSES OR EXPENSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS OR ANY KIND WHATSOEVER OTHER COMMERCIAL OR ECONOMIC LOSS (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ ' FEES) WITH RESPECT TO NPDB-HIPDB OR THE INFORMATION DELIVERED OR THE MEDIUM OF DISTRIBUTION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT OR OTHERWISE OR IN ANY WAY DUE TO OR RESULTING FROM OR ARISING IN CONNECTION WITH THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN NPDB-HIPDB OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless MATERIALS. c. If, notwithstanding the foregoing, liability can be imposed on a Intellicorp or a third party provider, then Customer agrees, that the aggregate liability for any and all losses or injuries arising out of the form any act or omission of action, whether in contract (including negligence), strict liability, Intellicorp or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectivelydata provider in connection with anything to be done or furnished under this agreement, regardless of the “Damages”)cause of the loss or injury shall consist of a duty to refund amounts paid by Customer during the year preceding such loss, claim, damage or liability. Customer agrees that it will not seek punitive damages in any suit against Intellicorp or a third-party data provider. In no event shall a third-party data provider or Intellicorp be liable for any direct, incidental or consequential damages, however arising, incurred by Customer’s receipt or use of information delivered hereunder, or the unavailability thereof. d. Customer agrees to indemnify, defend and hold harmless Intellicorp and the third party providers from and against any and all claims, liabilities, judgments, penalties, losses, costs, damages and expenses, including reasonable attorneys' fees, of whatsoever kind or nature, arising from by reason of or in connection with (i) any act under or omission in violation of this agreement , resulting from the use, disclosure, sale or transfer of the NPDB-HIPDB or by State Street virtue of Customer’s use of the information obtained from NPDB-HIPDB or through use of NPDB-HIPDB, either directly or indirectly. e. As referred to in this Agreement third party provider means (a) the provider of the NPDB-HIPDB service, its affiliates and any owner, officer, director, employee, subcontractor, agent, successor or assign of the provider of NPDB-HIPDB or its affiliates; and (b) each third party provider of the information contained in NPDB-HIPDB, their affiliates and any owner, officer, director, employee, subcontractor, agent, successor or assignee of any third party supplier of Materials or any of its their affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement8.1. State Street The Sub-Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI6, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street The Sub-Administrator shall act in good faith and with reasonable care and without negligence in carrying out the provisions of this Agreement (the “Standard of Care”). The Sub-Administrator shall be kept indemnified by the Administrator and shall be without liability to the Administrator or any Trust for any action taken or omitted by it in accordance with the Standard of Care, including without limitation acting in accordance with instructions reasonably believed by the Sub-Administrator to have been duly authorized by the Administrator or any Trust or upon reasonable reliance on information, instructions or records given or made by the Administrator or any Trust or any authorized persons. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator or any Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Administrator or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for the Trust, unless such loss, damage or expense is caused by or results directly from Sub-Administrator’s (i) failure to perform its obligations under this Agreement in accordance with the Standard of Care; or (ii) its negligence, fraud, criminal acts, bad faith or willful or intentional misconduct. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting directly from its failure to perform its obligations under this Agreement in accordance with the Standard of Care, or its negligence, reckless bad faith, fraud, criminal act or willful or intentional misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such . 8.2. In any event, such except as otherwise agreed to in writing by the parties hereto, the Sub-Administrator’s cumulative liability will be subject for each contract year (a “Liability Period”) with respect to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIALAdministrator and any Trust under this Agreement, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, action or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as described under Section XIII defined below. The remedies provided in this paragraph are , for any liability or loss suffered by the Administrator and any Trust including, but not exclusive limited to, any liability relating to qualification of the Trust as a regulated investment company or limit any other remedies that may be available liability relating to the Trust Trust’s compliance with any federal or any other State Street Indemnified Personstate tax or securities statute, regulation or ruling during such Liability Period. The indemnification and limitation of “Compensation Period” shall mean the contract year ending immediately prior to each Liability Period in which the event(s) giving rise to the Sub-Administrator’s liability contained herein shall survive the termination of this Agreementfor that period have occurred.

Limitation of Liability and Indemnification. State Street The transfer of any Shares in respect of a share certificate presented to Computershare may be refused by it until such time as it is satisfied that such share certificate is valid, that the endorsement thereon is genuine and that the transfer requested is properly and legally authorized. Computershare shall be held not incur any liability in refusing in good faith to a standard of reasonable care effect any transfer which in its judgment is improper or unauthorized, or in carrying out in good faith any transfer which in its duties under judgment is proper or authorized. Computershare shall be entitled to treat as valid any certificate for Shares purporting to have been issued by or on behalf of the Company prior to the date of this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement andThe Company agrees to defend, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street Computershare, its successors and assigns, and its stockholders, and each of their respective directors, officers, employeesemployees and agents (the “Indemnified Parties”) against and from any demands, agentsclaims, assessments, proceedings, suits, actions, costs, judgments, penalties, interest, liabilities, losses, damages, debts, expenses and representatives disbursements (including expert consultant and legal fees and disbursements on a solicitor and client basis) (collectively, the “Trust Indemnified PersonsClaims”) forthat the Indemnified Parties, and will pay to the Trust Indemnified Persons the amount or any of them, may suffer or incur, or that may be asserted against them, or any of them, in consequence of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant way relating to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling (as the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that same may be available amended, modified or supplemented from time to State Street time) or Computershare’s duties hereunder or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay services that Computershare may provide to the State Street Indemnified Persons the amount of, any Damages, arising from or Company in connection with (i) or in any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in way relating to this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligenceComputershare’s duties hereunder, reckless misconduct, willful malfeasance, or lack of good faith except that no individual Indemnified Party shall be entitled to indemnification in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event such Indemnified Party is found to have acted in bad faith, engaged in wilful misconduct or been grossly negligent. For greater certainty, the Company agrees to indemnify and save harmless the Indemnified Parties against and from any present and future taxes (other than income taxes), duties, assessments or other charges imposed or levied on behalf of any governmental authority having the power to tax in connection with Computershare’s duties hereunder. The Company agrees that State Street is required to provide indemnification under this Section XII, its liability hereunder shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive absolute and unconditional, regardless of or limit the correctness of any other remedies that may be available representations of any third parties and regardless of any liability of third parties to the Trust Indemnified Parties, and shall accrue and become enforceable without prior demand or any other State Street Indemnified Person. The indemnification precedent action or proceeding, and limitation of liability contained herein shall survive the resignation or removal of Computershare or the termination of this Agreement. Computershare shall be under no obligation to prosecute or defend any action or suit in respect of its agency relationship under this Agreement, but will do so at the request of the Company provided that the Company furnishes indemnity satisfactory to Computershare against any liability, cost or expense which might be incurred. Computershare shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, of fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its bad faith or wilful misconduct. In particular but without limiting the generality of the foregoing, Computershare shall, with respect to meetings of securityholders, not be liable for having relied upon or deferred to the instructions or decisions of the Company, its legal counsel, or the chairman of the meeting. In the event Computershare is in breach of this Agreement or its duties hereunder or any agreement or duties relating to any other services that Computershare may provide to the Company in connection with or in any way relating to this Agreement or Computershare’s duties hereunder, Computershare shall not be liable for any claims or damages of any kind or nature whatsoever, even in the event of Computershare’s negligence, except to the extent that Computershare has acted in bad faith or engaged in wilful misconduct. Notwithstanding the foregoing, Computershare agrees that charges for such items as postage and printed notices that are incurred by it as a direct result of its own gross negligence shall be absorbed by it.

Limitation of Liability and Indemnification. State Street A. UMB shall not be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability liable for any error of judgment or mistake of law or for any loss or damage resulting from expense suffered by the performance Trust or nonperformance of its duties hereunder unless third parties, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from the UMB’s gross negligence, bad faith or willful misfeasance in the performance of its duties or from reckless misconductdisregard by it of its obligations and duties under this Agreement. B. UMB shall not be responsible for, willful malfeasance and the Trust shall indemnify and hold UMB and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, fines, penalties and expenses, including out-of-pocket and incidental expenses and reasonable legal fees (“Losses”) that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in the performance of its/their duties hereunder, including but not limited to those arising out of or attributable to: (i) any and all actions of the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or documents which are received by the Indemnitees and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust; (iii) the Trust's refusal or failure to comply with the terms of this Agreement or the Trust's lack of good faith faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) the breach of State Streetany representation or warranty of the Trust hereunder; (v) following any instructions or other directions reasonably believed to be requests of the Trust or otherwise duly authorized, and upon which UMB is authorized to rely pursuant to the terms of this Agreement; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to UMB by the Trust, its investment advisers and/or sub-advisers, and providers of other services such as data services, corporate action services, pricing services or securities brokerage; (vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement; (viii) any failure of the Trust’s registration statement to comply with the Securities Act of 1933, as amended (the “1933 Act”) and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust’s prospectus; (ix) the actions taken by the Trust, its investment adviser and/or sub-advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply; and (x) all actions, inactions, omissions, or errors caused by third parties to whom the Trust or the Indemnitees have assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Trust, its investment advisers, distributor, administrator or sponsor. (i) In addition to and not in limitation of paragraph (B) immediately above, the Trust also agrees to indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of UMB’s performance under this Agreement, provided the Indemnitees have not acted with negligence or engaged in willful misconduct. (ii) UMB agrees to indemnify and hold the Trust and its trustees, officers, agents and employees (collectively the “Trust Indemnitees”) and each of them harmless from and against any and all Losses that may be imposed on, incurred by, or asserted against, the Trust Indemnitees or any of them in connection with or arising out of the Trust’s performance under this Agreement, provided the Trust Indemnitees have not acted with gross negligence or bad faith or engaged in willful misfeasance. D. In performing its services hereunder, UMB shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Trust and its custodians, officers and trustees, investment advisers and sub-advisers, investors, agents and other service providers which UMB reasonably believes to be genuine, valid and authorized. UMB shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel and public accountants retained by the Trust, as necessary or employees andappropriate. E. Anything in this agreement to the contrary notwithstanding, in no event shall UMB be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if UMB has been advised of the likelihood of such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims loss or damage and regardless of the form of action, whether action in contract (including negligence), strict liability, which any such loss or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that damage may be available to State Street or any other Trust Indemnified Personclaimed. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein This provision shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street (a) Portfolio Manager shall not be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption or damage sale of any security or other investment by the Trust except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Portfolio Manager in the performance or nonperformance of its duties hereunder unless caused or from reckless disregard by or resulting from it of its duties under this Agreement. (b) Notwithstanding the negligenceforegoing, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees andPortfolio Manager expressly agrees that the Trust may rely upon written information provided, in such eventwriting, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay by Portfolio Manager to the Trust Indemnified Persons (including, without limitation, information contained in Portfolio Manager's then current Form ADV) in accordance with Section 9 of the amount ofAgreement or otherwise, any actual in preparing the Trust's registration statement and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant amendments thereto and certain periodic reports relating to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any and its Portfolios that are required to be furnished to shareholders of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust and/or filed with the Securities and Exchange Commission (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement"SEC Filings"). The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available Portfolio Manager agrees to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the TrustTrust and each of its Trustees, officers and its respective shareholdersemployees from any claims, trusteesliabilities and expenses, directorsincluding reasonable attorneys' fees, officersincurred as a result of any untrue statement or alleged untrue statement of a material fact made by Portfolio Manager in any such written information and upon which the Trust relies in preparing any SEC Filing, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes omission or alleged omission to state in such written information a breach of any representation, warranty, term, or obligation contained in this Agreement or material fact necessary to make such statements not misleading (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided"material omission"). Portfolio Manager will not, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification so indemnify any person under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive 5 to the extent that Portfolio Manager relied upon an untrue statement or material omission made by an officer or Trustee of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive where such untrue statement or material omission was made in reliance upon information furnished to the termination of this AgreementPortfolio Manager in writing by such officer or Trustee, or by the Trust's Custodian, Administrator or Accounting Agent.

Limitation of Liability and Indemnification. State Street a. Neither IntelliCorp or its third party providers shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible liable for the performance of only such duties as are set forth in this Agreement andany loss, except as otherwise provided under Section XVIinjury, shall have no responsibility for the actions claim, liability or activities damage of any kind resulting in any way from (a) errors in or omissions from FACIS, or information available or not included therein, (b) the unavailability or interruption of access to FACIS, (c) use of FACIS information (regardless of whether Customer received any assistance from IntelliCorp or any third party provider in using FACIS, (d) Customer’s use of any equipment in connection with FACIS, (e) the FACIS content, (f) any delay or failure in performance beyond the reasonable control of IntelliCorp or any third party provider, (g) use of FACIS by an authorized individual, user or organization, authorized user or other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET third parties. b. NEITHER INTELLICORP NOR THE THIRD PARTY PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING WITHOUT LIMITATION, SPECIAL, INDIRECT, INCIDENTAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF OR EXEMPLARY DAMAGES, LOSSES OR EXPENSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS OR ANY KIND WHATSOEVER OTHER COMMERCIAL OR ECONOMIC LOSS (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ ' FEES) WITH RESPECT TO FACIS OR THE INFORMATION DELIVERED OR THE MEDIUM OF DISTRIBUTION, REGARDLESS OF WHETHER SUCH LIABILITY. IS BASED IN TORT, CONTRACT OR OTHERWISE OR IN ANY WAY DUE TO OR RESULTING FROM OR ARISING IN CONNECTION WITH THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN FACIS OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless MATERIALS. c. If, notwithstanding the foregoing, liability can be imposed on a IntelliCorp or a third party provider, then Customer agrees, that the aggregate liability for any and all losses or injuries arising out of the form any act or omission of action, whether in contract (including negligence), strict liability, IntelliCorp or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectivelydata provider in connection with anything to be done or furnished under this agreement, regardless of the “Damages”)cause of the loss or injury shall consist of a duty to refund amounts paid by Customer during the year preceding such loss, claim, damage or liability. Customer agrees that it will not seek punitive damages in any suit against IntelliCorp or a third-party data provider. In no event shall a third-party data provider or IntelliCorp be liable for any direct, incidental or consequential damages, however arising, incurred by Customer’s receipt or use of information delivered hereunder, or the unavailability thereof. d. Customer agrees to indemnify, defend and hold harmless IntelliCorp and the third party providers from and against any and all claims, liabilities, judgments, penalties, losses, costs, damages and expenses, including reasonable attorneys' fees, of whatsoever kind or nature, arising from by reason of or in connection with (i) any act under or omission in violation of this agreement , resulting from the use, disclosure, sale or transfer of the FACIS or by State Street virtue of Customer’s use of the information obtained from FACIS or through use of FACIS, either directly or indirectly. e. As referred to in this Agreement third party provider means (a) the provider of the FACIS service, its affiliates and any owner, officer, director, employee, subcontractor, agent, successor or assign of the provider of FACIS or its affiliates; and (b) each third party provider of the information contained in FACIS, their affiliates and any owner, officer, director, employee, subcontractor, agent, successor or assignee of any third party supplier of Materials or any of its their affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held (a) In the absence of (i) willful misfeasance, bad faith or gross negligence on the part of the Subadviser, (ii) the failure to disclose to the Adviser a standard material fact regarding the Subadviser or its investment advisory services as they relate to the Fund; (iii) the failure to correct any untrue statement of reasonable care in carrying out a material fact regarding the Subadviser made by the Subadviser to the Adviser, or (iv) the reckless disregard by the Subadviser of its obligations and duties under this Agreement, the Subadviser shall not be subject to any liability to the Adviser, the Trust or the Fund, any shareholder of the Fund, or to any person, firm or organization, for any act or omission in the course of or in connection with rendering its services under this Agreement. State Street Specifically, the Subadviser shall not be responsible for liable to the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for Adviser or the actions or activities of any other party, including other service providers. State Street shall have no liability Fund for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligencelaw, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in of Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES17(i) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form 1940 Act. Nothing herein, however, shall derogate from the Subadviser's obligations under federal and state securities laws. Any person, even though also employed by the Subadviser, who may be or become an employee of actionand paid by the Trust or the Fund shall be deemed, whether when acting within the scope of his employment by the Trust or the Fund, to be acting in contract such employment solely for the Trust or the Fund and not as the Subadviser's employee or agent. Subadviser will maintain appropriate fidelity bond insurance coverage and shall provide evidence of such coverage upon request of Adviser. (including negligence)b) In the absence of (i) willful misfeasance, strict liabilitybad faith or gross negligence on the part of the Adviser, (ii) the failure of the Adviser to disclose in the Prospectus or otherwise and regardless of whether such damages are foreseeable. The any filing made with the SEC respect to the Trust, or, if applicablethe Fund or the Adviser any material fact; (iii) the failure by the Adviser to correct any untrue statement of a material fact contained in the Prospectus or any other filing made with the SEC regarding the Trust, the relevant PortfolioFund or the Adviser; or (iv) the reckless disregard by the Adviser of its obligations and duties under this Agreement, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, Adviser shall not be subject to any liability to Subadviser for any act or omission in the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from course of or in connection with (i) any act or omission by State Street (or any of the Adviser's carrying out its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms duties and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of under this Agreement. The remedies provided in this paragraph are Specifically, the Adviser shall not exclusive be liable to the Subadviser for any error of judgment or limit any other remedies that may be available to State Street or any other Trust Indemnified Personmistake of law. State Street will Nothing herein, however, shall derogate from the Adviser's obligations under federal and state securities laws. (c) Subadviser and Adviser shall each defend, indemnify and hold harmless the Trust, other party and its respective shareholders, trustees, directorsthe other party's affiliates, officers, trustees/directors, members, employees and agents, from and representatives against any claim, loss, liability, judgment, awards, settlements for which prior approval of the indemnifying party is obtained, damages, deficiency, penalty, cost or expense (collectively, the “State Street Indemnified Persons”including without limitation reasonable attorneys' fees and disbursements for external counsel) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising resulting from or in connection with (i) any act the reckless disregard of the indemnifying party's obligations and duties hereunder; (ii) willful misfeasance, bad faith or omission by State Street (or any gross negligence on the part of the indemnifying party, its affiliates) which constitutes a breach of any representationofficers, warrantytrustees/directors, termmembers, or obligation contained in employees and agents with respect to this Agreement or the Fund or (iiiii) the failure of the indemnifying party to disclose any act material fact or omission by State Street the failure of the indemnifying party to correct any untrue statement of a material fact whether such claim, loss, liability, damages, deficiency, penalty, cost or expense was incurred or suffered directly or indirectly. (or d) Adviser is liable to, and shall indemnify, the Fund and the Trust for any acts and omissions of its affiliates) which constitutes negligencethe Subadviser to the same extent the Adviser, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling under the terms of the Advisory Agreement, is liable to, and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services must indemnify the Fund and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. for the Adviser's acts and omissions. (e) The indemnification and limitation provisions in Section 10 of liability contained herein the Agreement shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street (a) The Sub-Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI14, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator or the Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for any error of judgment the Administrator or mistake of law or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for the Administrator and the Trust. The Sub-Administrator shall have no liability for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by such loss or resulting from damage arises directly from, and then only to the extent of, the negligence, reckless misconduct, fraud or willful malfeasance or lack misconduct of good faith of State Streetthe Sub-Administrator, its officers or employees andemployees. The Sub-Administrator shall not be liable for any special, in indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. (b) In any event, such except as otherwise agreed in writing, the Sub-Administrator’s cumulative liability will be subject for each calendar year (a “Liability Period”) with respect to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation services provided pursuant to claims this Agreement regardless of the form of action, whether in contract (including negligence), strict liability, action or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as described under Section XIII below. The remedies provided in this paragraph are not exclusive of defined herein, for any liability or limit any other remedies that may be available loss suffered by the Administrator with respect to the Trust or such Fund(s) including, but not limited to, any other State Street Indemnified Personliability relating to qualification of the Trust or a Fund as a regulated investment company or any liability relating to the Trust’s or a Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. The indemnification and limitation “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Sub-Administrator’s liability for that period have occurred. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability contained herein shall survive of the termination Sub-Administrator for the Liability Period commencing on the date of this AgreementAgreement and terminating on December 31, 2016 shall be the date of this Agreement through December 31, 2016, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2017 and terminating on December 31, 2017 shall be the date of this Agreement through December 31, 2016, calculated on an annualized basis.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street The Sub-Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI6, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator or a Fund insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Administrator or the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as Sub-Administrator hereunder. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely caused by or resulting from the negligence, reckless willful misconduct, willful malfeasance bad faith, or lack reckless disregard of good faith of State Streetthe Sub-Administrator, its officers officers, or employees andof their obligations and duties under this Agreement. The Sub-Administrator shall not be liable for any special, in such eventindirect, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIALincidental, INDIRECTpunitive or consequential damages of any kind whatsoever (including, INCIDENTALwithout limitation, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYSattorneys’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation fees related to claims regardless therefore) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the form of action, whether in contract (including negligence), strict liability, or otherwise and parties regardless of whether such damages are foreseeablewere foreseeable or whether either party or any entity had been advised of the possibility of such damages. The Trust, or, if applicableIn any event, the relevant PortfolioSub-Administrator’s cumulative liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. Except as may arise from the Sub-Administrator’s negligence, will willful misconduct, bad faith, or reckless disregard of its duties and obligations under this Agreement, the Sub-Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption; however, the Sub-Administrator shall take reasonable measures to resume performance as soon as possible in these situations. Except as set forth below, the Administrator shall indemnify and hold harmless State Street the Sub-Administrator and its stockholders, directors, officers, employeesemployees and agents harmless from all loss, agentscost, damage and representatives (collectivelyexpense, including reasonable fees and expenses for counsel, incurred by the “Trust Indemnified Persons”) forSub-Administrator resulting from any claim, and will pay to the Trust Indemnified Persons the amount ofdemand, any actual and direct damages, whether action or not involving a third-party claim (collectively, the “Damages”), arising from or suit in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations Sub-Administrator’s acceptance of this Agreement, (ii) any act action or omission by it in the Trust (or any performance of its affiliates) which constitutes a breach of any representation, warranty, termduties hereunder, or obligation contained in this Agreement, or (iii) as a result of acting upon any act or omission instructions reasonably believed by it to have been duly authorized by the Trust (or any the Administrator, or upon reasonable reliance on information or records given or made by the Trust or the Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator, its directors, officers, or employees in cases of its affiliates) which constitutes or their own negligence, reckless willful misconduct, willful malfeasancebad faith, or lack reckless disregard of good faith in fulfilling the terms their obligations and obligations of duties under this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability and indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street (a) Portfolio Manager shall not be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption or damage sale of any security or other investment by the Trust except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Portfolio Manager in the performance or nonperformance of its duties hereunder unless caused or from reckless disregard by or resulting from it of its duties under this Agreement. (b) Notwithstanding the negligenceforegoing, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees andPortfolio Manager expressly agrees that the Trust may rely upon information provided, in such eventwriting, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay by Portfolio Manager to the Trust Indemnified Persons (including, without limitation, information contained in Portfolio Manager's then current Form ADV) in accordance with Section 9 of this Agreement or otherwise, in preparing the amount of, any actual Trust's registration statement and direct damages, whether or not involving a third-party claim amendments thereto and certain periodic reports relating to the Trust and its Portfolios that are required to be furnished to shareholders of the Trust and/or filed with the Securities and Exchange Commission (collectively, the “Damages”"SEC Filings"), arising from or in connection with provided that a copy of any such filing is provided to Portfolio Manager (i) any act or omission by State Street (or any at least 10 business days prior to the date on which it will become effective, in the case of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, a registration statement; (ii) any act or omission by at least 10 business days prior to the Trust (date upon which it is filed with the SEC in the case of the Trust's semi-annual-report on Form N-SAR or any of its affiliatesshareholder report or proxy statement. (c) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available Portfolio Manager agrees to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the TrustTrust and each of its Trustees, officers and its respective shareholdersemployees from any claims, trusteesliabilities and expenses, directorsincluding reasonable attorneys' fees, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”"Losses") for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or extent that Losses are incurred as a result of statements contained in connection with an SEC Filing ("Disputed Statements") that are misleading either because they are (i) any act or omission by State Street (or any untrue statements of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement material fact; or (ii) omitted to state any act material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading. For purposes of the indemnification obligation set forth in this Section 5(c), a Disputed Statement will be deemed misleading if so declared by a decision of a court or omission administrative law judge or in an order of settlement issued by State Street any court or administrative body. (or any d) Portfolio Manager further agrees to indemnify and hold harmless the Trust and each of its affiliatesTrustees, from any Losses to the extent that such Losses are incurred as a result of Disputed Statements that are alleged (i) to be untrue statements of material fact; or (ii) to have omitted to state any material fact necessary in order to make the statements made, in the light of the circumstances under which constitutes negligencethey are made, reckless misconductprovided that the indemnification obligation set forth in this Section 5(d) is expressly limited to Losses arising from Disputed Statements that accurately reflect information provided to the Trust in writing by the Portfolio Manager and that cannot be independently verified by the Trust. Further, willful malfeasancethe indemnification set forth in this Section 5(d) will not require reimbursement of fees or expenses other than those incurred by the Trust's regular counsel in connection with such counsel's representation of the Trust or its Trustees. (e) The indemnification obligations set forth in Sections 5(c) and (d) shall not apply unless: (i) Disputed Statements accurately reflect information provided to the Trust in writing by the Portfolio Manager; (ii) Disputed Statements were included in an SEC Filing in reliance upon written information provided to the Trust by the Portfolio Manager; (iii) the Portfolio Manager was afforded the opportunity to review Disputed Statements in connection with the 10 business day review requirement set forth in Section 5(b) above; and (iv) upon receipt by the Trust of any notice of the commencement of any action or the assertion of any claim to which the indemnification obligations set forth in Section 5(c) and (d) may apply, the Trust notifies the Portfolio Manager, within 30 days and in writing, of such receipt and provides to Portfolio Manager the opportunity to participate in the defense and/or settlement of any such action or lack of good faith in fulfilling the terms and obligations of this Agreement; providedclaim. Further, however, that State Street shall Portfolio Manager will not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification indemnify any person under this Section XII5 to the extent that Portfolio Manager relied upon statements or information furnished to the Portfolio Manager, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive writing, by any officer, employee or Trustee of the Trust, or limit by the Trust's Custodian, Administrator or Accounting Agent or any other remedies that may be available agent of the Trust, in preparing written information provided to the Trust or and upon which the Trust relied in preparing any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this AgreementDisputed Statement.

Limitation of Liability and Indemnification. State Street You expressly agree that we shall be held liable to you only for our erroneous execution of a standard payment order. We shall not be liable for any errors or delay on the part of any third party including, without limitation, third parties used by us in executing a payment order or performing a related act due to any cause other than our own failure to exercise reasonable care and ordinary care, and no such third party shall be deemed to be our agent. We shall not be liable for our refusal to honor any request if we, in carrying out its duties good faith, are unable to determine to our satisfaction that such request is valid, based upon our adherence to the Security Procedures. You hereby indemnify and hold us, our officers, employees and agents harmless from any and all losses, or claims of any kind arising in connection with the Services provided under this Agreement. State Street shall be responsible for , except those losses, claims, and expenses (including attorney’s reasonable fees and costs) arising out of the performance gross negligence or willful misconduct of only such duties as are the Bank or its employees or failure to observe any duty set forth in the Uniform Commercial Code or any banking laws binding upon us, to the extent such duty is not modified or altered by this Agreement andAgreement. You further indemnify and hold us, except as otherwise provided under Section XVIour officers, shall have no responsibility for the actions employees and agents harmless from any and all losses or activities claims of any other party, including other service providerskind arising out of actions taken or omitted in good faith by us in reliance upon instructions from you. State Street We shall have no liability not be responsible or liable for any error of judgment other entity’s (not under our direct control) acts or mistake of law omissions including, without limitation, any Federal Reserve Bank or for any loss transmission or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligencecommunication facility. EVEN IF LIABILITY WERE ESTABLISHED FOR ACTUAL DAMAGES, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET IN NO EVENT SHALL NOT WE OR YOU BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECTCONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, INCIDENTAL, PERFORMANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS PROVIDED UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeableREGARDLESS OF WHETHER WE OR YOU MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. The Trust, or, if applicable, the relevant Portfolio, will indemnify limitations and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided exclusions in this paragraph are not exclusive shall apply to all claims of every kind, nature and description whether arising from breach of contract, breach of warranty, gross negligence or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trusttort, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement and applicable Treasury Services agreements. This provision survives the termination of this Service and/or Agreement. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute but one and the same instrument.

Limitation of Liability and Indemnification. State Street (a) The Sub-Adviser shall not be held liable for, and the Trust, Fund and Adviser will not take any action against the Sub-Adviser to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for hold the performance of only such duties as are set forth in this Agreement andSub-Adviser liable for, except as otherwise provided under Section XVIany breach hereof, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss suffered by the Trust, Fund or damage Adviser (including, without limitation, by reason of the purchase, sale or retention of any security or other asset) in connection with the performance of the Sub-Adviser’s duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. (iiib) To the fullest extent permitted by applicable law, the Trust, Fund and Adviser, severally and jointly, shall indemnify the Sub-Adviser, its affiliates and the officers, directors, employees and agents of the Sub-Adviser and its affiliates (each an “indemnitee”) against any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit relating to the Fund or the Adviser and not resulting from the willful misfeasance, bad faith, negligence, or reckless disregard of any indemnitee in the performance of the obligations and duties of any indemnitee’s office; provided that to the extent that the Trust or the Fund has indemnified an indemnitee, the Adviser shall contribute a portion of the amount paid by the Trust or the Fund as shall be appropriate to reflect the relative fault of the Trust or the Fund, on the one hand, and the Adviser, on the other hand, in causing the act or omission that resulted in the indemnification payment. The federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement will waive or limit any rights that the Fund or the Adviser may have under those laws. An indemnitee will not confess any claim or settle or make any compromise in any instance in which the Fund or the Adviser will be asked to provide indemnification, except with the Fund’s and the Adviser’s prior written consent. Any amounts payable by the Trust Fund under this section shall be satisfied only against the assets of the Fund and not against the assets of any other investment series of the Trust. (c) Promptly after receipt by an indemnitee of notice of any claim for which indemnification would be sought, the indemnitee shall notify the indemnifying party thereof in writing. If indemnification rights are claimed pursuant to this section, all the indemnitees shall retain one counsel and such counsel shall be approved in advance by the Fund. In addition, if any such claim or action shall be brought against an indemnitee or indemnitees, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, to assume the defense thereof with counsel reasonably satisfactory to the indemnitee or indemnitees. After notice from the indemnifying party to the indemnitee or indemnitees of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnitee or indemnitees under this section for any legal or other expenses subsequently incurred by the indemnitee or indemnitees in connection with the defense thereof other than reasonable costs of investigation. (d) Any indemnification made in accordance with this section shall not prevent the recovery from any indemnitee of any amount if the indemnitee subsequently is determined in a final judicial decision on the merits in any action, suit, investigation or proceeding involving the liability or expense that gave rise to the indemnification to be liable to the Fund or its shareholders (or any to the Adviser) by reason of its affiliates) which constitutes willful misfeasance, bad faith, negligence, or reckless misconduct, willful malfeasance, or lack disregard of good faith the duties involved in fulfilling the terms and obligations conduct of this Agreement. the indemnitee’s office. (e) The remedies rights of indemnification provided in this paragraph are section shall not be exclusive of or limit affect any other remedies that rights to which any person may be available to State Street entitled by contract or any other Trust Indemnified Personotherwise under law. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation Nothing contained in this Agreement or (ii) section shall affect the power of the Fund to purchase and maintain liability insurance on behalf of any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementindemnitee.

Limitation of Liability and Indemnification. State Street The transfer of any Shares in respect of a share certificate presented to Computershare may be refused by it until such time as it is satisfied that such share certificate is valid, that the endorsement thereon is genuine and that the transfer requested is properly and legally authorized. Computershare shall be held not incur any liability in refusing in good faith to a standard of reasonable care effect any transfer which in its judgment is improper or unauthorized, or in carrying out in good faith any transfer which in its duties under judgment is proper or authorized. Computershare shall be entitled to treat as valid any certificate for Shares purporting to have been issued by or on behalf of the Company prior to the date of this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement andThe Company agrees to defend, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street Computershare, its successors and assigns, and its stockholders, and each of their respective directors, officers, employeesemployees and agents (the "Indemnified Parties ") against and from any demands, agentsclaims, assessments, proceedings, suits, actions, costs, judgments, penalties, interest, liabilities, losses, damages, debts, expenses and representatives disbursements (including expert consultant and legal fees and disbursements on a solicitor and client basis) (collectively, "Claims") that the “Trust Indemnified Persons”) forParties, and will pay to the Trust Indemnified Persons the amount or any of them, may suffer or incur, or that may be asserted against them, or any of them, in consequence of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant way relating to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling (as the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that same may be available amended, modified or supplemented from time to State Street time) or Computershare's duties hereunder or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay services that Computershare may provide to the State Street Indemnified Persons the amount of, any Damages, arising from or Company in connection with (i) or in any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in way relating to this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligenceComputershare's duties hereunder, reckless misconduct, willful malfeasance, or lack of good faith except that no individual Indemnified Party shall be entitled to indemnification in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event such Indemnified Party is found to have acted in bad faith, engaged in wilful misconduct or been grossly negligent. For greater certainty, the Company agrees to indemnify and save harmless the Indemnified Parties against and from any present and future taxes (other than income taxes), duties, assessments or other charges imposed or levied on behalf of any governmental authority having the power to tax in connection with Computershare's duties hereunder. The Company agrees that State Street is required to provide indemnification under this Section XII, its liability hereunder shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive absolute and unconditional, regardless of or limit the correctness of any other remedies that may be available representations of any third parties and regardless of any liability of third parties to the Trust Indemnified Parties, and shall accrue and become enforceable without prior demand or any other State Street Indemnified Person. The indemnification precedent action or proceeding, and limitation of liability contained herein shall survive the resignation or removal of Computershare or the termination of this Agreement. Computershare shall be under no obligation to prosecute or defend any action or suit in respect of its agency relationship under this Agreement, but will do so at the request of the Company provided that the Company furnishes indemnity satisfactory to Computershare against any liability, cost or expense which might be incurred. Computershare shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, of fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its bad faith or wilful misconduct. In particular but without limiting the generality of the foregoing, Computershare shall, with respect to meetings of securityholders, not be liable for having relied upon or deferred to the instructions or decisions of the Company, its legal counsel, or the chairman of the meeting. In the event Computershare is in breach of this Agreement or its duties hereunder or any agreement or duties relating to any other services that Computershare may provide to the Company in connection with or in any way relating to this Agreement or Computershare's duties hereunder, Computershare shall not be liable for any claims or damages of any kind or nature whatsoever, even in the event of Computershare's negligence, except to the extent that Computershare has acted in bad faith or engaged in wilful misconduct. Notwithstanding the foregoing, Computershare agrees that charges for such items as postage and printed notices that are incurred by it as a direct result of its own gross negligence shall be absorbed by it.

Limitation of Liability and Indemnification. State Street a. Notwithstanding any other provision in this Agreement, with respect to the Cooperative’s provision of electric service to DR Owner/Operator and the services provided by the Cooperative pursuant to this Agreement, Cooperative’s liability to DR Owner/Operator shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties limited as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise Cooperative’s tariffs and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations conditions for electric service, which are incorporated herein by reference. b. For the purposes of this Agreement, a Force Majeure event is any event: (iia) that is beyond the reasonable control of the affected party; and (b) that the affected party is unable to prevent or provide against by exercising reasonable diligence, including the following events or circumstances, but only to the extent that they satisfy the preceding requirements: acts of war, terrorism, public disorder, rebellion or insurrection; floods, hurricanes, earthquakes, lighting, storms or other natural calamities; explosions or fires; strikes, work stoppages or labor disputes; embargoes; and sabotage. If a Force Majeure event prevents a party from fulfilling any act or omission by obligations under this agreement, such party will promptly notify the Trust (or any other party in writing and will keep the other party informed on a continuing basis as to the scope and duration of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this AgreementForce Majeure event. The remedies provided in affected party will specify the circumstances of the Force Majeure event, its expected duration and the steps that the affected party is taking to mitigate the effect of the event on its performance. The affected party will be entitled to suspend or modify its performance of obligations under this paragraph are not exclusive of or limit any other remedies that may be available Agreement but will use reasonable efforts to State Street or any other Trust Indemnified Person. State Street will resume its performance as soon as possible. c. The DR Owner/Operator agrees to indemnify and hold harmless the TrustCooperative from any claims, demands, costs, losses, causes of action, damages or liability of whatsoever kind or nature, arising out of or resulting from the construction, operation, or maintenance of the DR Owner/Operator's DR facility; and its the Cooperative agrees to indemnify and hold harmless the DR Owner/Operator from any claims, demands, costs, losses, causes of action, damage or liability of whatsoever kind or nature, arising out or resulting from the construction, operation, or maintenance of the Cooperative's facilities. d. Cooperative and DR Owner/Operator shall each be responsible for the safe installation, maintenance, repair and condition of their respective shareholderslines, trusteeswires, directorsswitches, officersor other equipment or property on their respective sides of the Point of Interconnection. The Cooperative does not assume any duty of inspecting the DR Owner/Operator’s lines, agentswires, and representatives (collectivelyswitches, the “State Street Indemnified Persons”) for, or other equipment or property and will pay to not be responsible, therefore. DR Owner/Operator assumes all responsibility for the State Street Indemnified Persons electric service supplied hereunder and the amount of, any Damages, arising from or facilities used in connection with (i) any act therewith at or omission by State Street (or any beyond the Point of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this AgreementInterconnection.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement8.1. State Street The Sub-Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI6, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street The Sub-Administrator shall act in good faith and with reasonable care and without negligence in carrying out the provisions of this Agreement (the “Standard of Care”). The Sub-Administrator shall be kept indemnified by the Administrator and shall be without liability to the Administrator or any Trust for any action taken or omitted by it in accordance with the Standard of Care, including without limitation acting in accordance with instructions reasonably believed by the Sub-Administrator to have been duly authorized by the Administrator or any Trust or upon reasonable reliance on information, instructions or records given or made by the Administrator or any Trust or any authorized persons. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator or any Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for the Administrator or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for the Trust, unless such loss, damage or expense is caused by or results directly from Sub-Administrator’s (i) failure to perform its obligations under this Agreement in accordance with the Standard of Care; or (ii) its negligence, fraud, criminal acts, bad faith or willful or intentional misconduct. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting directly from its failure to perform its obligations under this Agreement in accordance with the Standard of Care, or its negligence, reckless bad faith, fraud, criminal act or willful or intentional misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such . 8.2. In any event, such liability will be subject except as otherwise agreed to in writing by the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicableparties hereto, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives Sub-Administrator’s cumulative liability for each contract year (collectively, the a “Trust Indemnified PersonsLiability Period”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.with

Limitation of Liability and Indemnification. State Street shall Rental Party accepts full responsibility for all guests and agrees to be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be financially responsible for any damage caused by them, even if such costs exceed the performance amount of only such duties as are set forth the Clubhouse Deposit. Rental Party releases and agrees to fully indemnify, hold harmless and defend the District and its representatives from all liability resulting from Rental Party's use of the Clubhouse and surrounding area, including liability for any attendee to Rental Party's function. Rental Party agrees to save, indemnify, defend and hold harmless the District and its officers, directors, agents, employees, contractors and subcontractors against any and all damages, losses, liabilities, claims, costs and expenses, including reasonable attorneys' fees arising out of any claim asserted by the undersigned, his or her family, guests, employees, invitees or third parties in this Agreement andconjunction with or arising in any way out of the use, except as otherwise provided under Section XVI, shall have no operation or maintenance of the Clubhouse. Rental Party expressly acknowledges and agrees that the activities at the facility may be dangerous and involve risk or serious injury and/or death and/or property damage and hereby assumes full responsibility for the actions risk of bodily injury, death or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or property damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless negligence of the form of action, whether in contract (including negligence), strict liability, District or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, while in or upon the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, District's facilities or for any purpose while participating in the “Trust Indemnified Persons”) for, and will pay to event which is the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations subject of this Agreement. The remedies provided Rental Party hereby releases, waives, discharges and covenants not to sue the District, its officers, officials, representatives and assigns from all claims, demands and any and all manner of actions, causes of action, suits, damages, claims and demands whatsoever in law, or in equity, which the Rental Party now has, or which its successors, executors or administrators hereafter can, shall or may have, for, upon or by reason of any manner, cause created by or existing out of the permitted use of the facilities by the Rental Party, or any person using the reserved facilities. Rental Party expressly agrees that this reservation, release and indemnification is intended to be as broad and inclusive as is permitted by the Law of the state of Colorado, and further that if any part hereof is held invalid, the remainder of this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith shall continue in fulfilling the terms legal force and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementeffect.

Limitation of Liability and Indemnification. State Street a. Notwithstanding any other provision in this Agreement, with respect to the REMC's provision of electric service to DG Owner/Operator and the services provided by the REMC pursuant to this Agreement, REMC's liability to DG Owner/Operator shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties limited as are set forth in this Agreement andthe REMC's Bylaws, except as otherwise provided under Section XVIRules and Regulations, and tariffs, which are incorporated herein by reference. b. Neither REMC nor DG Owner/Operator shall have no responsibility be liable to the other for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage damages resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations Force Majeure event as hereinafter defined. c. Notwithstanding Paragraph 5.b of this Agreement, (ii) the REMC and the DG Owner/Operator shall indemnify and hold the other party harmless from and against all claims, liability, damages, and expenses, including attorney’s fees, based on any injury to any person, including loss of life or damage to any property, including loss of use thereof, arising out of, resulting from, or connected with, or that may be alleged to have arisen out of, resulted from, or connected with an act or omission by the Trust (or any of DG Owner/Operator, its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officersemployees, agents, representatives, successors, or assigns in the construction, ownership, operation, or maintenance of such party’s facilities used in net metering d. REMC and representatives (collectivelyDG Owner/Operator shall each be responsible for the safe installation, maintenance, repair and condition of their respective lines, wires, switches, or other equipment or property on their respective sides of the “State Street Indemnified Persons”) forPoint of Interconnection. The REMC, while retaining the right to inspect, does not assume any duty of inspecting the DG Owner/Operator's lines, wires, switches, or other equipment or property and will pay to not be responsible therefore. DG Owner/Operator assumes all responsibility for the State Street Indemnified Persons electric service supplied hereunder and the amount of, any Damages, arising from or facilities used in connection therewith. e. For the mutual protection of the DG Owner/Operator and the REMC, only with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms REMC’s prior written authorization are the connections between the REMC's service wires and obligations the DG Owner/Operator's service entrance conductors to be energized. f. The provisions of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein 5 shall survive the any termination of this Agreement.

Limitation of Liability and Indemnification. State Street (a) The Fund will indemnify the Agent and its affiliates, and each of their members, directors, officers and employees and any of their affiliated persons, executors, heirs, assigns, successors or other legal representatives (each an "Indemnified Person") against any and all costs, losses, claims, damages or liabilities, joint or several, including, without limitation, reasonable attorneys' fees and disbursements, resulting in any way from the performance or non-performance of any Indemnified Person's duties in respect of the Fund, except those resulting from the willful malfeasance, bad faith or gross negligence of an Indemnified Person or the Indemnified Person's reckless disregard of such duties and, in the case of criminal proceedings, unless such Indemnified Person had reasonable cause to believe its actions unlawful (collectively, "disabling conduct"). Indemnification shall be held made following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnified Person was not liable by reason of disabling conduct or (ii) a reasonable determination, based upon a review of the facts and reached by (A) the vote of a majority of the Board members who are not parties to the proceeding or (B) legal counsel selected by a standard vote of a majority of the Board in a written advice, that the Indemnified Person is entitled to indemnification hereunder. The Fund shall advance to an Indemnified Person reasonable care attorneys' fees and other costs and expenses incurred in carrying connection with defense of any action or proceeding arising out its duties of such performance or non-performance. The Agent agrees, and each other Indemnified Person will be required to agree as a condition to any such advance, that if one of the foregoing parties receives any such advance, the party will reimburse the Fund for such fees, costs and expenses to the extent that it shall be determined that the party was not entitled to indemnification under this AgreementParagraph 11. State Street The rights of indemnification provided hereunder shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. (b) Notwithstanding any of the foregoing, the provisions of this Paragraph 11 shall not be construed so as to relieve the Indemnified Person of, or provide indemnification with respect to, any liability (including liability under Federal securities laws, which, under certain circumstances, impose liability even on persons who act in good faith) to the extent (but only to the extent) that such liability may not be waived, limited or modified under applicable law or that such indemnification would be in violation of applicable law, but shall be responsible for construed so as to effectuate the performance provisions of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, Paragraph 11 to the fullest extent permitted by law. The provisions of this Paragraph 11 shall have no responsibility for survive the actions termination or activities cancellation of any other party, including other service providers. State Street this Agreement. (c) The Agent shall have no liability not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or damage resulting any Members in connection with the matters to which this Agreement relates, except to the extent that such a loss results from willful misfeasance, bad faith or gross negligence on its part in the performance or nonperformance of its duties hereunder unless caused or from reckless disregard by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any it of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms obligations and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of duties under this Agreement. The remedies provided in this paragraph are not exclusive Any person, even though also an officer, director, employee, or agent of the Agent or limit any other remedies that its affiliates, who may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless become an officer, Manager, employee or agent of the TrustFund, and its respective shareholdersshall be deemed, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay when rendering services to the State Street Indemnified Persons Fund or acting with respect to any business of the amount ofFund, any Damagesto be rendering such service to or acting solely for the Fund and not as an officer, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representationdirector, warranty, termemployee, or obligation contained in this Agreement agent or (ii) any act one under the control or omission direction of the Agent even though compensated by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementit.

Limitation of Liability and Indemnification. State Street (a) Portfolio Manager shall not be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption or damage sale of any security or other investment by the Trust except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Portfolio Manager in the performance or nonperformance of its duties hereunder unless caused or from reckless disregard by or resulting from it of its duties under this Agreement. (b) Notwithstanding the negligenceforegoing, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees andPortfolio Manager expressly agrees that the Trust may rely upon information provided, in such eventwriting, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay by Portfolio Manager to the Trust Indemnified Persons (including, without limitation, information contained in Portfolio Manager's then current Form ADV) in accordance with Section 9 of the amount ofAgreement or otherwise, any actual in preparing the Trust's registration statement and direct damages, whether or not involving a third-party claim amendments thereto and certain periodic reports relating to the Trust and its Portfolios that are required to be furnished to shareholders of the Trust and/or filed with the Securities and Exchange Commission (collectively, the “Damages”"SEC Filings"), arising from or in connection with provided that a copy of any such filing is provided to Portfolio Manager (i) any act or omission by State Street (or any at least 10 business days prior to the date on which it will become effective, in the case of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, a registration statement; (ii) any act or omission by at least 10 business days prior to the Trust (date upon which it is filed with the SEC in the case of the Trust's semi-annual report on Form N-SAR or any of its affiliatesshareholder report or proxy statement. (c) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available Portfolio Manager agrees to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the TrustTrust and each of its Trustees, officers and its respective shareholdersemployees from any claims, trusteesliabilities and expenses, directorsincluding reasonable attorneys' fees, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”"Losses") for, and will pay to the State Street Indemnified Persons extent that Losses are incurred as a result of statements contained in an SEC Filing ("Disputed Statements") that are misleading either because they are (i) untrue statements of material fact; or (ii) omitted to state any material fact necessary in order to make the amount ofstatements made, in the light of the circumstances under which they are made, not misleading. For purposes of the indemnification obligation set forth in this Section 5(c), a Disputed Statement will be deemed misleading if so declared by a decision of a court or administrative law judge or in an order of settlement issued by any Damagescourt or administrative body. (d) Portfolio Manager further agrees to indemnify and hold harmless the Trust and each of its Trustees, from any Losses to the extent that such Losses are incurred as a result of Disputed Statements that are alleged (i) to be untrue statements of material fact; or (ii) to have omitted to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, provided that the indemnification obligation set forth in this Section 5(d) is expressly limited to Losses arising from Disputed Statements that accurately reflect information provided to the Trust in writing by the Portfolio Manager and that cannot be independently verified by the Trust. Further, the indemnification set forth in this Section 5(d) will not require reimbursement of fees or expenses other than those incurred by the Trust's regular counsel in connection with such counsel's representation of the Trust or its Trustees. (e) The indemnification obligations set forth in Sections 5(c) and (d) shall not apply unless (i) Disputed Statements accurately reflect information provided to the Trust in writing by the Portfolio Manager; (ii) Disputed Statements were included in an SEC Filing in reliance upon written information provided to the Trust by the Portfolio Manager; (iii) the Portfolio Manager was afforded the opportunity to review Disputed Statements in connection with the 10 business day review requirement set forth in Section 5(b) above; and (iv) upon receipt by the Trust of any notice of the commencement of any action or the assertion of any claim to which the indemnification obligations set forth in Section 5(c) and (d) may apply, the Trust notifies the Portfolio Manager, within 30 days and in writing, of such receipt and provides to Portfolio Manager the opportunity to participate in the defense and/or settlement of any such action or claim. Further, Portfolio Manager will not be required to indemnify any person under this Section 5 to the extent that Portfolio Manager relied upon statements or information furnished to the Portfolio Manager, in writing, by any officer, employee or Trustee of the Trust, or by the Trust's Custodian, Administrator or Accounting Agent or any other agent of the Trust, in preparing written information provided to the Trust and upon which the Trust relied in preparing any Disputed Statement. (f) The Portfolio Manager shall not be liable for (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach acts of any representation, warranty, term, other portfolio manager to the Portfolio or obligation contained in this Agreement or the Trust with respect to the portion of the assets of the Account not managed by the Portfolio Manager; and (ii) any act or omission by State Street (or any acts of its affiliates) the Portfolio Manager which constitutes negligenceresult from acts of the Trust, reckless misconductincluding, willful malfeasancebut not limited to, or lack a failure of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required Trust to provide indemnification for damages arising from errors caused accurate and current information with respect to any records maintained by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Personportfolio manager to the Portfolio. The indemnification Trust agrees that the Portfolio Manager shall manage the Account as if it was a separate operating series and limitation shall comply with (a) the objectives, policies, and limitations for the Account set forth in the Trust's current prospectus and statement of additional information, and (b) applicable laws and regulations (including, but not limited to, the investment objectives, policies and restrictions applicable to the Account and qualification of the Account as a regulated investment company under the Internal Revenue Code of 1986, as amended) with respect to the portion of the assets of the Account not allocated to the Portfolio Manager. In no event shall the Portfolio Manager or its Associated Persons have any liability contained herein shall survive arising from the termination conduct of this Agreementthe Trust and any other portfolio manager with respect to the portion of the Portfolio's assets not allocated to the Portfolio Manager.

Limitation of Liability and Indemnification. State Street (a) JPMIS shall be held to a standard of exercise reasonable care care, prudence and diligence in carrying out all its duties and obligations under this Agreement. State Street , and shall be responsible for liable to Trust and the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability Funds for any error of judgment and all claims, liabilities, losses, damages fines, penalties and expenses including out-of-pocket and incidental expenses and legal fees ("Losses") suffered or mistake of law incurred by Trust or for any loss or damage the Funds resulting from the performance or nonperformance failure of its duties hereunder unless caused by JPMIS to exercise such reasonable care, prudence and diligence or resulting from JPMIS's negligence or willful misconduct. In addition, JPMIS shall be liable to Trust and the negligenceFunds for all Losses representing reasonable costs and expenses incurred by Trust or the Funds in connection with any claim by Trust or the Funds against JPMIS arising from the obligations of JPMIS hereunder, reckless misconductincluding, willful malfeasance without limitation, all reasonable attorneys' fees and expenses incurred by Trust or lack of good faith of State Streetthe Funds in connection with any investigations, its officers lawsuits or employees andproceedings relating to such claim; provided that Trust or a Fund has recovered from JPMIS for such claim. (b) JPMIS shall not be responsible for, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will Trust shall indemnify and hold harmless State Street JPMIS and its stockholders, directors, officers, employeesagents and employees (collectively the "Indemnitees") harmless from and against any and all Losses that may be imposed on, agentsincurred by, and representatives (collectivelyor asserted against, the “Trust Indemnified Persons”) forIndemnitees or any of them in the performance of its/their duties hereunder, and will pay including but not limited to the Trust Indemnified Persons the amount of, any actual and direct damages, whether those arising out of or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with attributable to: (i) any act or omission by State Street (or any and all actions of its affiliates) the Indemnitees required to be taken pursuant to this Agreement; (ii) the reliance on or use by the Indemnitees of information, records, or documents which are received by the Indemnitees and furnished to it or them by Trust or on behalf of a Fund, and which have been prepared or maintained by Trust, a Fund or any third party on behalf of a Fund; (iii) Trust's refusal or failure to comply with the terms of this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or Trust's lack of good faith in fulfilling faith, or its actions, or lack thereof, involving negligence or willful misfeasance; (iv) the breach of any representation or warranty of Trust hereunder; (v) following any instructions or other directions reasonably believed to be requests of Trust or otherwise duly authorized, and upon which JPMIS is authorized to rely pursuant to the terms and obligations of this Agreement, ; (iivi) any act delays, inaccuracies, errors in or omissions from information or data provided to JPMIS by Trust, the Funds, their investment advisers and/or sub-advisers, and providers of other services such as data services, corporate action services, pricing services or securities brokerage; (vii) any failure of a Fund's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus; (iix) the actions taken by the Trust (or any of Trust, a Fund, its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trustinvestment adviser and/or sub-advisers, and its respective shareholdersdistributor in compliance with applicable securities, trusteestax, directorscommodities and other laws, officers, agents, rules and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, termregulations, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreementfailure to so comply; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.and

Limitation of Liability and Indemnification. State Street shall (a) To the extent permitted under applicable law, Client understands and agrees that SAVE Advisers will not be held liable to a standard Client for any losses, expenses, damages, liabilities, charges and claims of any kind or nature whatsoever (including, without limitation, any legal expenses and costs and expenses relating to investigating or defending any demands, charges and claims) (collectively, “Losses”) incurred by Client with respect to any Account, except to the extent that such Losses are actual losses of the Client proven with reasonable care in carrying out its duties certainty and are the direct result of an act or omission taken or omitted by SAVE Advisers during the term of this Agreement which constitutes willful misfeasance, bad faith or gross negligence under this Agreement. State Street Without limitation, SAVE Advisers shall not be responsible liable for Losses resulting from or in any way arising out of (i) any action of the Client or its previous advisers or other agents, (ii) force majeure or other events beyond the control of SAVE Advisers, including, without limitation, any failure, default or delay in performance resulting from computer or other electronic or mechanical equipment failure, unauthorized access, strikes, failure of only such duties common carrier or utility systems, severe weather or breakdown in communications not reasonably within the control of SAVE Advisers or other causes commonly known as are set forth in “acts of god,” or (iii) general market conditions unrelated to any violation of this Agreement andby SAVE Advisers. (b) Client (and in addition, except as otherwise provided under Section XVIfor entity accounts, Client Representative) shall have no responsibility for the actions or activities of any other partyreimburse, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligenceindemnify, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify defend and hold harmless State Street SAVE Advisers, its affiliates and its stockholders, their directors, officers, employeesshareholders, employees and any person controlled by or controlling SAVE Advisers from and against any and all Losses relating to this Agreement or the Account arising out of any misrepresentations or acts or omissions or alleged acts or omissions on the part of the Client (or Client Representatives) or previous advisers or the custodian or any of their agents, except if such Losses are the direct result of SAVE Advisers’ willful misfeasance, bad faith or gross negligence in the performance of SAVE Advisers’ duties or by reason of SAVE Advisers’ reckless disregard of its obligations and representatives (collectivelyduties hereunder. In addition to the above indemnities, for entity Clients, the Client Representative shall further indemnify and defend SAVE Advisers and SAVE Advisers’ directors, officers, shareholders, employees and affiliates (“Trust Indemnified Persons”) forand hold them harmless from and against any and all claims, and will pay to the Trust Indemnified Persons the amount oflosses, any actual and direct damages, whether or not involving a third-party claim (collectivelyliabilities and expenses, the “Damages”)as they are incurred, arising resulting from or in connection with (i) to Client’s assertion of Client Representative’s lack of proper authorization from Client to enter into this Agreement. Notwithstanding anything in this Section 9 or otherwise in this Agreement to the contrary, nothing herein shall constitute a waiver or limitation of any rights that Client may have under any federal or state securities laws, which rights may arise even if SAVE Advisers’ recommendation or other act or omission by State Street (or any of its affiliates) pursuant failure to this Agreement which act hereunder does not constitute negligencewillful misfeasance, bad faith or gross negligence in the performance of SAVE Advisers’ duties or by reason of SAVE Advisers’ reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any disregard of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms obligations and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementduties hereunder.

Limitation of Liability and Indemnification. State Street (1) The Adviser shall be held to a standard of reasonable care exercise its best judgment in carrying out its duties rendering the Services provided by it under this Agreement. State Street The Adviser shall not be responsible for liable to the performance Trust, any Fund, or to any shareholder of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability Trust for any error of judgment or mistake of law or for any loss suffered by the Trust, any Fund or damage resulting from the shareholders of the Trust in connection with the matters to which this Agreement relates, provided that nothing in this Agreement shall be deemed to protect or purport to protect the Adviser against any liability to the Trust, any Fund or to the shareholders of the Trust to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance or nonperformance of its duties hereunder unless caused under this Agreement or by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless reason of the form Adviser’s reckless disregard of action, whether its obligations and duties under this Agreement. As used in contract (including negligencethis sub-section 6(d)(1)(a), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholdersterm “Adviser” shall include any officers, directors, officers, employees, agents, and representatives (collectively, employees or other affiliates of the “Trust Indemnified Persons”) for, and will pay Adviser performing Services with respect to the Trust. (2) The Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will shall indemnify and hold harmless the Trust, Adviser and its respective shareholders, trustees, directors, officersofficers and employees against any loss, agentsliability, claim, damage or expense (including reasonable attorneys’ fees and representatives (collectively, costs) arising out of the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from Adviser’s performance or in connection with (i) any act or omission by State Street (or non-performance of any of its affiliates) which constitutes a breach of any representation, warranty, term, duties or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of under this Agreement; provided, however, that State Street nothing herein shall not be required deemed to provide indemnification for damages arising from errors caused protect the Adviser against any liability to which the Adviser would otherwise be subject by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In reason of willful misfeasance, bad faith or gross negligence on its part in the event that State Street is required to provide indemnification performance of its duties under this Section XIIAgreement or by reason of the Adviser’s reckless disregard of its obligations and duties under this Agreement. (3) The Adviser shall at all times have the right to mitigate or cure any and all losses, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available damages, costs, charges, fees, disbursements, payments and liabilities to the Trust and its shareholders. (4) The Adviser’s directors, officers, employees and agents performing Services for the Trust shall be covered by errors and omissions and directors and officers liability insurance, as appropriate, under a policy maintained by the Adviser or any other State Street Indemnified Person. an affiliate of the Adviser. (5) The indemnification Adviser shall secure and limitation maintain a fidelity bond, or be covered by an affiliate’s blanket fidelity bond, in at least the amount required by Rule 17g 1 under the 1940 Act for joint insurance bonds of liability contained herein shall survive the termination of this Agreementinvestment companies.

Limitation of Liability and Indemnification. State Street The duties of the Administrator shall be held confined to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are those expressly set forth in this Agreement andherein, except as otherwise provided under Section XVI, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or damage for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance or nonperformance of its duties, or by reason of reckless disregard of its obligations and duties hereunder unless caused by or resulting from hereunder. (As used in this Article 5, the negligenceterm "Administrator" shall include Directors, reckless misconductofficers, willful malfeasance or lack employees and other agents of good faith of State Streetthe Administrator as well as that entity itself.) The Administrator shall indemnify the Fund, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employeesemployees and other agents and hold them harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. So long as the Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in the performance of its duties, and representatives (collectivelywithout reckless disregard of its obligations and duties hereunder, the “Trust Indemnified Persons”) forFund assumes full responsibility and shall indemnify the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and will pay to the Trust Indemnified Persons the amount offrom and against any and all losses, any actual and direct damages, whether costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) indirectly out of any act or omission by State Street (of Administrator in carrying out its duties hereunder. Under no circumstances shall an indemnitor be liable to an indemnitee for consequential, indirect or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreementpunitive damages. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify indemnity and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained defense provisions set forth herein shall indefinitely survive the termination of this Agreement. If in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitee shall promptly advise the indemnitor of the pertinent facts concerning the situation in question, and the indemnitee will use all reasonable care to identify and notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. The indemnitor shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnitor elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the indemnitor and satisfactory to the indemnitee, whose approval shall not be unreasonably withheld. In the event that the indemnitor elects to assume the defense of any suit and retain counsel, the indemnitee shall bear the fees and expenses of any additional counsel retained by it. If the indemnitor does not elect to assume the defense of a suit, it will reimburse the indemnitee for the fees and expenses of any counsel retained by the indemnitee. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent. With respect to any matter arising in connection with the Administrator's duties, the Administrator may apply to the Fund at any time for instructions and may, upon approval from Fund, consult counsel for the Fund or Fund accountant, at the Fund's expense. The Administrator may consult its own counsel and outside accountants and other experts, at its own expense. The Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. Nor shall the Administrator be held to have notice of any change of authority of any officers, employee or agent of the Fund until receipt of written notice thereof from the Fund. Nothing herein shall make the Administrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator is entitled to rely on the price information provided by the Fund's advisor, brokers and custodians in order to calculate the Fund's net asset value (and the value of shareholders' capital accounts based upon such valuation) and the Administrator shall not be liable for any valuation errors resulting from the use of such information.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely and directly caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII hereinemployees. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ ' FEES) IN ANY WAY DUE TO THE TRUST’S HUNTINGTON'S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S 'S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, Nothing in this Agreement shall be construed to relieve Huntington of any responsibility or liability it has to the relevant Portfolio, will Fund under the Huntington Agreement. Huntington shall indemnify and hold harmless State Street harmless from all loss, cost, damage and its stockholdersexpense, directorsincluding reasonable fees and expenses for counsel, officersincurred by State Street resulting from any claim, employeesdemand, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether action or not involving a third-party claim (collectively, the “Damages”), arising from or suit in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations Street's acceptance of this Agreement, (ii) any act action or omission by it in the Trust (or any performance of its affiliates) which constitutes a breach of any representation, warranty, termduties hereunder, or obligation contained as a result of acting upon any instructions reasonably believed by it to have been duly authorized by Huntington, provided that this indemnification shall not apply to actions or omissions of State Street, its officers or employees in this Agreement, or (iii) any act or omission by the Trust (or any cases of its affiliates) which constitutes negligence, reckless or their own negligence or willful misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street 5.01 Regarding disputes between Member and HEBP that do not involve or implicate liability of Member to a third party, liability for any errors or omissions by HEBP (or its officers, directors, employees, agents, or independent contractors) in the administration of this Agreement, or in the performance of any duty or responsibility contemplated by this Agreement, shall be held limited to the maximum benefits which should have been paid under this Agreement had the errors or omissions not occurred (including HEBP’s share of any arbitration expenses incurred) unless any such errors or omissions are adjudged to be the result of intentional misconduct, gross negligence, or intentional breach of a standard duty under this Agreement by HEBP. 5.02 Except as provided otherwise under Section 5.03, below, if a claim of reasonable care in carrying out its duties a third party arises from HEBP’s performance under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVIHEBP agrees to indemnify, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIALextent allowed by law, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and Plan Administrator, its stockholders, directors, officers, employees, agents, and representatives (collectivelyaffiliates against any and all liability, the “Trust Indemnified Persons”) forrisks, and will pay to the Trust Indemnified Persons the amount ofexpenses, any actual and direct costs, damages, whether losses or not involving a third-party claim (collectivelyjudgments incurred by Plan Administrator, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) officers, or employees, agents and affiliates to the extent such liability, obligations, risks, expenses, costs, damages, losses or judgments arise out of or result from, or are attributed to a breach of this Agreement by HEBP or the negligence, gross negligence or intentional, willful, or reckless acts or omissions of HEBP in the performance of services or duties pursuant to this Agreement Agreement. 5.03 As Plan Administrator has final authority to determine eligibility and benefits under its Plan and HEBP defers final benefit and eligibility determinations to the Plan Administrator, HEBP shall have no liability for its determinations of eligibility or benefits except for a determination concerning eligibility or benefits that is reversed by Plan Administrator, in which does case HEBP’s potential liability shall be limited to damages arising in whole or in part during the period of time between HEBP’s original denial and the reversal of that decision by Plan Administrator. HEBP will not constitute negligencebe liable in situations where the Plan Administrator provides coverage that is outside the scope of its coverage document. 5.04 The Plan Administrator agrees to indemnify, reckless misconductto the extent allowed by law and without creating a sinking fund, willful malfeasance and hold harmless HEBP, its officers, directors, employees, affiliates and agents against any and all liability, obligations, risks, expenses, costs, damages, losses, or lack judgments incurred by HEBP or any of good faith in fulfilling its officers, directors, employees, agents and affiliates to the terms and obligations extent such liability, obligations, risks, expenses, costs, damages, losses or judgments arise out of, result from, or are attributed to a breach by the Plan Administrator or its agents, directors, employees or affiliates of this Agreement, (ii) any act or omission by the Trust (negligence, gross negligence or any of its affiliates) which constitutes a breach of any representationintentional, warranty, termwillful, or obligation contained reckless acts or omissions of the Plan Administrator or its agents, officers or employees, in this Agreement, or (iii) any act or omission by the Trust (or any performance of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and their obligations of under this Agreement. The remedies provided in Examples of the conduct covered by this paragraph section include, but are not exclusive limited to: a. An interpretation of the Plan by the Plan Administrator or limit any other remedies that may be available authorized agents upon which HEBP relies; b. Erroneous or incomplete information, including eligibility information, furnished to State Street HEBP by the Plan Administrator, its employees or any other Trust Indemnified Person. State Street will indemnify and hold harmless its agents; c. A breach of this Agreement by the TrustPlan Administrator or authorized agent of the Plan Administrator; and d. Any action or proceeding resulting from an alleged failure to pay benefits under the Claims Administrative Document, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay except to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any extent of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes HEBP’s negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations . 5.05 The provisions of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall section survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street The Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI6, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street The Administrator shall at all times act in good faith and without negligence and agrees to exercise the care and expertise of a leading provider of fund administration and fund accounting services in carrying out the provisions of this Agreement and use all reasonable efforts in performing the services under this Agreement. The Administrator shall be kept indemnified by and shall be without liability to the Trust for any action taken or omitted by it in good faith without negligence, bad faith or willful misconduct in connection with the provision of services hereunder, provided that the Administrator shall not be indemnified against any liability (or any expenses incident to such liability) arising out of the Administrator’s own bad faith, negligence, willful misconduct or disregard of its duties and obligations under this Agreement. The Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises directly from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trust (“Prior Records”) except as may arise from Administrator’s own negligence, bad faith or willful misconduct or the negligence, bad faith or willful misconduct of an agent of the Administrator provided that the Administrator shall notify the Trust as soon as practicable after becoming aware in the course of performing its duties hereunder of an error or incomplete information in such Prior Records. For the avoidance of doubt, the Administrator shall have no responsibility to review, confirm or otherwise verify the accuracy or completeness of any Prior Records. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting except to the extent arising directly from the negligencefailure to exercise the standard of care set out in this Section 8 or the bad faith, reckless misconduct, negligence or willful malfeasance or lack misconduct of good faith of State Streetthe Administrator, its agents, officers or employees andemployees. Except as may arise from the Administrator’s failure to exercise its standard of care, the Administrator shall not be responsible or liable for any failure or delay in such eventperformance of its obligations under this Agreement arising out of or caused, such liability will be subject directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. The Administrator shall, at no additional expense to the limitations set forth Trust, take reasonable steps to minimize service interruptions in Section XIII hereinthe event of equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Administrator’s control. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIALThe Administrator shall enter into and shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision, INDIRECTat a level the Administrator believes consistent with other similarly situated providers of fund administration services, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER for (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEESi) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless periodic back-up of the form of action, whether in contract (including negligence), strict liability, or otherwise computer files and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay data with respect to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any emergency use of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of electronic data processing equipment to provide services under this Agreement. The remedies Upon reasonable request, the Administrator shall discuss with the Trust any business continuity/disaster recovery plan of the Administrator and/or provide a high-level presentation summarizing such plan. Notwithstanding anything contained herein to the contrary, neither party shall be liable for any indirect, special or consequential damages; provided in this paragraph are that the foregoing limitation shall not exclusive apply with respect to damages or claims arising out of or limit any other remedies relating to that may be available to State Street party’s fraud or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless willful misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible Except for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by the gross negligence or resulting intentional misconduct of Pole Owner, Licensee shall indemnify, protect and hold harmless Pole Owner, it successors and assigns, from the negligenceand against any and all claims, reckless misconductdemands, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form causes of action, whether in contract costs (including negligence), strict liabilityattorney’s fees) or other liabilities for damages to property and injury or death to persons which may arise out of, or otherwise and regardless be connected with: (a) the erection, maintenance, presence, use or removal of whether such damages are foreseeableLicensee’s Equipment; or (b) any act of Licensee on or in the vicinity of Pole Owner’s polesPoles. The TrustExcept for liability caused by the gross negligence or intentional misconduct of Pole Owner, orLicensee shall also indemnify, if applicable, the relevant Portfolio, will indemnify protect and hold harmless State Street Pole Owner, its successors and its stockholdersassigns from and against any and all claims, directorsdemands, officerscauses of action, employees, agents, and representatives costs (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”including attorney’s fees), or other liabilities arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligenceinterruption, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, termdiscontinuance, or obligation contained in this Agreementinterference with Licensee’s service to its customers which may be caused, or (iii) which may be claimed to have been caused, by any act or omission by action of Pole Owner undertaken in furtherance of the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations purposes of this Agreement. The remedies provided in this paragraph are not exclusive of In addition, Licensee shall, upon demand, and at its own sole risk and expense, defend any and all suits, actions, or limit any other remedies that legal proceedings which may be available brought against Pole Owner, or its successors and assigns, on any claim, demand, or cause of action arising from any interruption, discontinuance, or interference with Pole Owner’s service to State Street Pole Owner’s customers to the extent caused, or which may be claimed to have been caused, by any action of Licensee. To the extent Licensee shall be found to have caused such interruption, discontinuance, or interference, Licensee shall pay and satisfy any judgment or decree which may be rendered against Pole Owner, or its successors or assigns, in any such suit, action, or other Trust Indemnified Personlegal proceeding; and further, License shall reimburse Pole Owner for any and all legal expenses, including attorneys fees, incurred in connection therewith, including appeals thereof. State Street will indemnify Pole Owner warrants that its work in constructing and hold harmless maintaining the TrustpolesPoles covered by this Agreement shall be consistent with prudent utility practices. Pole Owner further warrants that its own attachments to its polesPoles shall be constructed and maintained consistent with prudent utility practices. Pole Owner disclaims all other warranties, express or implied, including but not limited to the warranty of merchantability, fitness for particular purpose, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay similar warranties. Pole Owner’s liability to the State Street Indemnified Persons the amount of, Licensee for any Damages, action arising from or in connection with (i) any act or omission by State Street (or any out of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in activities relating to this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive to repair or replacement of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementdefective polesPoles.

Limitation of Liability and Indemnification. State Street shall The Client recognizes that investment recommendations made by the Advisor are opinions only. All investments have a potential risk of loss that Clients must understand and be held willing to a standard bear before implementing any recommendations from the Advisor. It is further understood that neither the Advisor nor any of reasonable care in carrying out its duties under this Agreementemployees are qualified to render legal services or prepare legal documents. State Street shall be responsible for the performance The Client understands and agrees that neither Advisor nor any of only such duties its affiliates has made, and is not making, any warranty or guarantee as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from to the performance or nonperformance profitability of your account(s) or any part thereof, nor any guarantee that the investment objectives, expectations or targets will be achieved, including without limitation any risk control, risk management, or return objectives, expectations, or targets. Neither Advisor nor any of its duties hereunder unless caused affiliates guarantees a specific level of performance, the success of any given investment decision or strategy that Advisor may recommend or undertake, or the success of the overall management of the Account. Investment recommendations or decisions are subject to various market, currency, economic, and business risk—as well as the risk that those investment decisions will not always be profitable or prove to have been wise. The Account may suffer loss of principal, and income, if any, may fluctuate. (See Advisor’s ADV Part 2A for further detail and risk factors.) To the fullest extent allowed by applicable law, you agree that Advisor and its affiliates, officers, directors, employees, representatives, successors, assigns, and authorized agents (collectively, the “Indemnified Persons”) shall not be liable under this Agreement for their actions or resulting from the omissions absent their gross negligence, reckless willful misconduct, willful malfeasance or lack violation of good faith applicable law. Except where prohibited by applicable law, Advisor and its Indemnified Persons shall not be liable for damages (including losses, lost opportunities, and lost profits) relating to differences between projected or potential performance and actual results. Without limiting any other indemnity provision of State Streetthis Agreement, its officers or employees andyou shall, in such event, such liability will be subject to the limitations set forth fullest extent allowed by applicable law, indemnify and hold harmless Advisor and its Indemnified Persons from any loss, damage, or liability arising out of or relating to: (i) any transaction in Section XIII hereinwhich Advisor or any of its Indemnified Persons acts directly or indirectly as your investment adviser, absent any willful or grossly negligent conduct by Advisor or such Indemnified Persons; (ii) your failure to provide true, accurate, complete, and current information or to update your information; (iii) decisions and/or actions that you take or authorize third parties (including, but not limited to the custodian) to take on your behalf or that you fail to take; or (iv) any direction or communication you provide with respect to this Agreement or your Account (including deposits, withdrawals, or transfers of assets to or from such account). STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless Without limiting the generality of the form of actionforegoing, whether in contract except where prohibited by applicable law, Advisor and its Indemnified Persons will not be liable for any indirect, special, incidental or consequential damages or other losses (including negligence), strict liability, or otherwise and regardless of whether such damages are or other losses were reasonably foreseeable). The TrustFederal and State securities laws impose liability under certain circumstances on persons who act in good faith. Therefore, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which agreement does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach waiver of any representationClient’s legal rights under common law or Federal and State securities laws. Subject to applicable law, warrantyneither Advisor nor its Indemnified Persons shall be liable for the acts or omissions of their vendors, termcontractors, or obligation contained in this Agreementother third parties, including, but not limited to, any ACH operator or (iii) any act or omission by the Trust (or any custodian. If the Advisor is responsible for managing only a portion of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectivelyClient’s total assets, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street Advisor shall not be required to provide indemnification responsible for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided management of any of assets not in this paragraph are not exclusive the Account or the diversification of or limit any other remedies that may be available to all of the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this AgreementClient’s assets.

Limitation of Liability and Indemnification. State Street The transfer of any Shares in respect of a share certificate presented to Computershare may be refused by it until such time as it is satisfied that such share certificate is valid, that the endorsement thereon is genuine and that the transfer requested is properly and legally authorized. Computershare shall be held not incur any liability in refusing good faith to a standard of reasonable care effect any transfer which in its judgment is improper or unauthorized, or in carrying out in good faith any transfer which in its duties under judgment is proper or authorized. Computershare shall be entitled to treat as valid any certificate for Shares purporting to have been issued by or on behalf of the Company prior to the date of this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement andThe Company agrees to defend, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street Computershare, its successors and assigns, and its stockholders, and each of their respective directors, officers, employeesemployers and agents (the "Indemnified Parties") against and from any demands, agentsclaims, assessments, proceedings, suits, actions, costs, judgments, penalties, interest, liabilities, losses, damages, debts, expenses and representatives disbursements (including expert consultant and legal fees and disbursements on a solicitor and client basis) (collectively, "Claims") that the “Trust Indemnified Persons”) forParties, and will pay to the Trust Indemnified Persons the amount or any of them, may suffer or incur, or that may be asserted against them, or any of them, in consequence of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in any way relating to this agreement (as the same may be amended, modified or supplemented from time to time) or Computershare's duties hereunder or any other services that Computershare may provide to the Company in connection with (i) or in any act or omission by State Street (or any of its affiliates) pursuant way relating to this Agreement which does not constitute negligenceor Computershare's duties hereunder, reckless misconductexcept that no individual Indemnified Party shall be entitled to indemnification in the event such Indemnified Party is found to have acted in bad faith, engaged in willful malfeasance misconduct or lack of good faith in fulfilling been grossly negligent. For greater certainty, the terms Company agrees to indemnify and obligations of this Agreementsave harmless the Indemnified Parties against and from any present and future taxes (other than income taxes), (ii) any act duties, assessments or omission by the Trust (other charges imposed or any of its affiliates) which constitutes a breach levied on behalf of any representation, warranty, term, or obligation contained governmental authority having the power to tax in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreementconnection with Computershare's duties hereunder. The remedies provided in this paragraph are not exclusive Company agrees that its liability hereunder shall be absolute and unconditional, regardless of or limit the correctness of any other remedies that may be available representations of any third parties and regardless of any liability of third parties to State Street the Indemnified Parties, and shall accrue and become enforceable without prior demand or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trustprecedent action or proceeding, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the resignation or removal of Computershare of the termination of this Agreement. Computershare shall be under no obligation to prosecute or defend any action or suit in respect of its agency relationship under this Agreement, but will do so at the request of the Company provided that the Company furnishes indemnity satisfactory to Computershare against any liability, cost or expense which might be incurred. Computershare shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, of fact or law, or for anything which may do or refrain from doing in connection herewith except arising out of its bad faith or willful misconduct. In particular but without limiting the generality of the foregoing, Computershare shall, with respect to meetings of securityholders, not be liable for having relied upon or deferred to the instructions or decisions of the Company, its legal counsel, or the chairman of the meeting. In the event Computershare is in breach of this Agreement or its duties hereunder or any agreement or duties relating to any other services that Computershare may provide to the Company in connection with or in any way relating to this Agreement or Computershare's duties hereunder, Computershare shall not be liable for any claims or damages of any kind or nature whatsoever, even in the event of Computershare's negligence, except to the extent that Computershare has acted in bad faith or engaged in willful misconduct. Notwithstanding the foregoing, Computershare agrees that charges for such items as postage and printed notices that are incurred by it as a direct result of its own gross negligence shall be absorbed by it.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street Huntington shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street Huntington shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless solely and directly caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State StreetHuntington, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII hereinemployees. STATE STREET HUNTINGTON SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ ' FEES) IN ANY WAY DUE TO THE A TRUST’S 'S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S HUNTINGTON'S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will Trusts shall indemnify and hold Huntington harmless State Street from all loss, cost, damage and its stockholdersexpense, directorsincluding reasonable fees and expenses for counsel, officersincurred by Huntington resulting from any claim, employeesdemand, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether action or not involving a third-party claim (collectively, the “Damages”), arising from or suit in connection with (i) Huntington's acceptance of this Agreement, any act action or omission by State Street (or any it in the performance of its affiliates) pursuant duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Trust, provided that this Agreement which does indemnification shall not constitute apply to actions or omissions of Huntington, its officers or employees in cases of its or their own negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless willful misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street You expressly agree that we shall be held liable to you only for our erroneous execution of a standard payment order. We shall not be liable for any errors or delay on the part of reasonable care any third party including, without limitation, third parties used by us in carrying out its duties executing a payment order or performing a related act and no such third party shall be deemed to be our agent. We shall not be liable for our refusal to honor any request if we, in good faith, are unable to determine to our satisfaction that such request is valid, based upon our adherence to the Security Procedures; we will notify you within the same banking day in a timely fashion in the event we refuse to honor any such request. You hereby indemnify and hold us, our officers, employees and agents harmless from any and all losses, or claims of any kind arising in connection with the Services provided under this Agreement. State Street shall be responsible for , except those losses, claims, and expenses (including attorney’s reasonable fees and costs) arising out of the performance gross negligence or willful misconduct of only such duties as are the Bank or its employees or failure to observe any duty set forth in the Uniform Commercial Code or any banking laws binding upon us, to the extent such duty is not modified or altered by this Agreement andAgreement. You further indemnify and hold us, except as otherwise provided under Section XVIour officers, shall have no responsibility for the actions employees and agents harmless from any and all losses or activities claims of any other party, including other service providerskind arising out of actions taken or omitted in good faith by us in reliance upon instructions from you. State Street We shall have no liability not be responsible or liable for any error of judgment other entity’s (not under our direct control) acts or mistake of law omissions including, without limitation, any Federal Reserve Bank or for any loss transmission or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligencecommunication facility. EVEN IF LIABILITY WERE ESTABLISHED FOR ACTUAL DAMAGES, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET IN NO EVENT SHALL NOT WE OR YOU BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECTCONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, INCIDENTAL, PERFORMANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS PROVIDED UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeableREGARDLESS OF WHETHER WE OR YOU MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. The Trust, or, if applicable, the relevant Portfolio, will indemnify limitations and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided exclusions in this paragraph are not exclusive shall apply to all claims of every kind, nature and description whether arising from breach of contract, breach of warranty, gross negligence or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trusttort, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this AgreementAgreement and applicable Treasury Services agreements.

Limitation of Liability and Indemnification. State Street 5.01 THE DUTIES OF THE ADMINISTRATOR SHALL BE CONFINED TO THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, AND NO IMPLIED DUTIES ARE ASSUMED BY OR MAY BE ASSERTED AGAINST THE ADMINISTRATOR. EXCEPT TO THE EXTENT ARISING OUT OF THE ADMINISTRATOR’S BAD FAITH, FRAUD, GROSS NEGLIGENCE (AS DEFINED HEREIN), WILLFUL MISCONDUCT OR CRIMINAL MISCONDUCT WHEN PROVIDING THE SERVICES, THE ADMINISTRATOR’S AGGREGATE LIABILITY TO THE FUNDS WILL BE LIMITED TO MONETARY DAMAGES MUTUALLY AGREED UPON FROM TIME TO TIME IN A SEPARATE WRITING EXECUTED BY THE PARTIES. For the avoidance of doubt, the Administrator shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall not be responsible for any breach in the performance of only such duties as are set forth its obligations under this Agreement due to (i) the failure or delay of the Trust or its agents to perform its obligations under this Agreement or (ii) the Administrator’s reliance on the Trust Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. As used in this Agreement andSection 5, except the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as otherwise provided under Section XVIwell as that entity itself. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET IN NO EVENT SHALL NOT THE ADMINISTRATOR BE LIABLE FOR ANY SPECIALINCIDENTAL, INDIRECT, INCIDENTALSPECIAL, PUNITIVE, CONSEQUENTIAL, OR CONSEQUENTIAL OTHER NON-DIRECT DAMAGES OF ANY KIND WHATSOEVER WHETHER SUCH LIABILITY IS PREDICATED ON CONTRACT, STRICT LIABILITY, OR ANY OTHER THEORY AND REGARDLESS OF WHETHER THE FUNDS ARE ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. 5.02 The Administrator may, from time to time, provide to the Trust services and products (“Special Third Party Services”) from external third party sources that are Pricing Sources or other similar service providers (“Special Third Party Vendors”). The Trust acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that the Trust place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Trust further acknowledges and agrees that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such the Trust’s internal use, and as an aid in connection with the receipt of the Services. The Trust may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such the Trust’s investors, however the Trust shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES. NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE FUNDS IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN LIABILITY FOR ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN INCIDENTAL, CONSEQUENTIAL OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of actionSIMILAR DAMAGES. 5.03 The Trust shall indemnify, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify defend and hold harmless State Street the Administrator from and its stockholders, directors, officers, employees, agents, against and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or Administrator shall have no liability in connection with any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by State Street an authorized Person of the Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud, Gross Negligence, willful misconduct or criminal misconduct in the performance of the Services; (ii) any violation by the Trust or any agent of its affiliatesthe Trust of any applicable investment policy, law or regulation, (iii) pursuant to this Agreement which does not constitute negligenceany misstatement or omission in Trust Materials or any the Trust Data; (iv) any breach by the Trust of any representation, reckless misconduct, willful malfeasance warranty or lack of good faith agreement contained in fulfilling the terms and obligations of this Agreement, ; (iiv) any act or omission of the Trust, the Trust’s former administrator prior to the Effective Date, a Special Third Party Vendor, the Trust’s other service providers (such as custodians, prime brokers, transfer agents, Adviser and sub-adviser(s); (vi) any pricing error caused by the Trust (failure of the Trust’s Adviser or sub-adviser to provide a trade ticket or for incorrect information included in any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, trade ticket; or (iiivii) any act or omission by of the Administrator as a result of the Administrator’s compliance with the Regulations, including, but not limited to, returning an investor or Authorized Participant’s investment or restricting the payment of redemption proceeds. 5.04 To the extent that the Trust receives Special Third Party Services from Interactive Data Corporation (or any of its affiliates) which constitutes negligence“IDC”), reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will shall indemnify and hold harmless IDC and its suppliers from any and all losses, damages, liability, costs, including reasonable attorney’s fees, resulting directly or indirectly from any claim or demand against IDC by a third party arising out of, derived from, or related to the accuracy or completeness of any such Special Third Party Services received by the Trust. IDC shall not be liable for any claim or demand against the Trust by any third party. 5.05 The Administrator may apply to the Trust, the Trust’s sponsor or any Person acting on the Trust’s behalf at any time for instructions and its respective shareholdersmay consult counsel for the Trust or the Trust’s sponsor or with accountants, trustees, directors, officers, agents, counsel and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay other experts with respect to the State Street Indemnified Persons the amount of, any Damages, matter arising from or in connection with (i) the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any act action taken or omission omitted by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained it in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling accordance with such instruction or with the terms and obligations advice of this Agreement; providedcounsel, howeveraccountants or other experts. Also, that State Street the Administrator shall not be required liable for actions taken pursuant to provide any document which it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of the Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust counsel pursuant to this provision, any such expense shall be borne by the Trust. 5.06 The Administrator shall have no liability for its reliance on the Trust Data or the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, the sponsor) or sub-advisers, current or former third party service providers, Pricing Sources, software providers, printers, postal or delivery services, prior administrators, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.07 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Creation Units or underlying securities. Further, the Trust assumes full responsibility for the preparation, contents and distribution of its Trust Materials and its compliance with all applicable laws, rules, and regulations. 5.08 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses on an as-incurred basis in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any case the Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for damages arising from errors caused indemnification, but failure to do so shall not affect the rights hereunder. 5.09 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by inaccurate prices received from independent pricing services counsel chosen by the Trust and reasonably relied upon by State Streetsatisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that State Street is required the Trust elects to provide indemnification under assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will advance to the Administrator the fees and expenses of any counsel retained by the Administrator. None of the parties hereto shall settle or compromise any action, suit, proceeding or claim if such settlement or compromise provides for an admission of liability on the part of the indemnified party without such indemnified party's written consent. 5.10 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.11 The provisions of this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street 5.01 The duties of the Administrator shall be held confined to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are those expressly set forth in this Agreement andherein, except as otherwise provided under Section XVI, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or damage for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or Gross Negligence in the performance or nonperformance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. Under no circumstances shall the Administrator be liable to the Trust, any Fund or the Investment Advisor for consequential, indirect or punitive damages. 5.02 So long as the Administrator, or its agents, acts without willful misfeasance, bad faith or Gross Negligence in the performance of its duties, and without reckless disregard of its obligations and duties hereunder, the Trust assumes full responsibility on behalf of each Fund and shall indemnify the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. 5.03 The indemnification rights hereunder unless caused shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. If in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. 5.04 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the fees and expenses of any counsel retained by the Administrator. 5.05 The Administrator may apply to the Trust, the Investment Advisor or resulting from any Person acting on the negligenceTrust’s behalf at any time for instructions and may consult counsel for the Trust or with accountants, reckless misconductcounsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, willful malfeasance and the Administrator shall not be liable or lack of accountable for any action taken or omitted by it in good faith in accordance with such instruction or consultation. Also, the Administrator shall not be liable for actions taken pursuant to any document which it reasonably believes to be genuine and to have been signed by an Authorized Person or Authorized Persons. The Administrator shall not be held to have notice of State Streetany change of authority of any officer, its officers employee or employees andagent of the Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust’s counsel pursuant to this provision, in any such eventexpense shall be borne by the Trust. 5.06 The Administrator may, such liability will be subject from time to time, provide to the limitations set forth Trust services and products (“Special Third Party Services”) from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers (“Special Third Party Vendors”). The Trust and the Investment Advisor acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Trust and Investment Advisor shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in Section XIII hereintheir data, information and property including requests that the Trust and Investment Advisor place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. STATE STREET The Trust and the Investment Advisor further acknowledge and agree that all Special Third Party Services are provided on an “AS IS WITH ALL FAULTS” basis solely for such internal use in connection with the Trust, and as an aid in connection with the receipt of the Services. The Trust and the Investment Advisor may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support Fund Shareholders, however they shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES. NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL NOT BE LIABLE FOR ANY SPECIALDAMAGES SUFFERED BY THE TRUST, INDIRECT, INCIDENTAL, INVESTMENT ADVISOR OR CONSEQUENTIAL DAMAGES ANY FUND IN THE USE OF ANY KIND WHATSOEVER (OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN LIABILITY FOR ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN INCIDENTAL, CONSEQUENTIAL OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless SIMILAR DAMAGES. 5.07 The Administrator shall have no liability for its reliance on Trust Data or the performance or omissions of the form unaffiliated third parties such as, by way of actionexample and not limitation, whether in contract (including negligence)transfer agents, strict liabilitysub-transfer agents, or otherwise and regardless of whether such damages are foreseeable. The Trustcustodians, orprime brokers, if applicableplacement agents, third party marketers, asset data service providers, the relevant PortfolioInvestment Advisor or sub-advisors, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether current or not involving a former third-party claim (collectivelyservice providers, Pricing Sources, software providers, printers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any information provided by any of the foregoing third parties. 5.08 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, the “Damages”)Trust assumes full responsibility for the preparation, arising from contents and distribution of its Trust Materials and its compliance with any applicable laws, rules, and regulations. 5.09 THE TRUST AND THE ADMINISTRATOR HAVE FREELY AND OPENLY NEGOTIATED THIS AGREEMENT, INCLUDING THE PRICING, WITH THE KNOWLEDGE THAT THE LIABILITY OF THE PARTIES IS TO BE LIMITED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT. 5.10 In no event and under no circumstances shall a party to this Agreement be liable or in connection with (i) required to indemnify another party to this Agreement for special, indirect, punitive or consequential damages for any act or omission by State Street (or failure to act under any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations provision of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations . 5.11 The provisions of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street 6.1. Notwithstanding anything in this Agreement to the contrary, SS&C ALPS Associates shall not be held liable to the Fund or any other Person for any action or inaction of any SS&C ALPS Associate except to the extent of direct Losses finally determined by a standard court of reasonable care competent jurisdiction to have resulted solely from the willful malfeasance, bad faith, negligence or reckless disregard of SS&C ALPS in carrying out its the performance of SS&C ALPS’s duties or obligations under this Agreement. State Street Except with respect to amounts payable by a Party to indemnify a Person for Losses under this Section 6, in no event shall either Party be responsible liable to the other Party for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. The Fund shall indemnify, defend and hold harmless SS&C ALPS Associates from and against Losses (including legal fees and costs to enforce this provision) that SS&C ALPS Associates suffer, incur, or pay as a result of any Fund third party Claim except to the extent it is finally determined by a court of competent jurisdiction that such Losses resulted solely from the willful malfeasance, bad faith, negligence or reckless disregard of SS&C ALPS Associates in the performance of only SS&C ALPS’s duties or obligations under this Agreement. Fund third party Claims are Claims brought by (i) any Person other than the Fund, or (ii) the Fund on behalf of, or that could otherwise be asserted by, any other Person. SS&C ALPS shall indemnify, defend and hold harmless the Fund from and against Losses (including legal fees and costs to enforce this provision) that the Fund suffers, incurs, or pays as a result of any SS&C ALPS third party Claim arising solely from SS&C ALPS Associates’ willful malfeasance, bad faith, negligence or reckless disregard. SS&C ALPS third party Claims are Claims brought by (i) any Person other than an SS&C ALPS Associate, or (ii) an SS&C ALPS Associate on behalf of, or that could otherwise be asserted by, any other Person. Any expenses (including legal fees and costs) incurred by the Fund or SS&C ALPS Associates, as the case may be, in defending or responding to any Claims (or in enforcing this provision) shall be paid by SS&C ALPS or the Fund on a quarterly basis prior to the final disposition of such duties as are set forth matter upon receipt by the Fund of an undertaking by SS&C ALPS to repay such amount if it shall be determined that an SS&C ALPS Associate is not entitled to be indemnified. The maximum amount of cumulative liability of SS&C ALPS Associates to the Fund for Losses arising out of the subject matter of, or in any way related to, this Agreement andAgreement, except as otherwise provided under Section XVI, shall have no responsibility for to the actions or activities extent of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage Losses resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the gross negligence, reckless misconduct, willful malfeasance or lack fraud of good faith SS&C ALPS in the performance of State StreetSS&C ALPS’s duties and obligations under this Agreement, its officers or employees and, in such event, such liability will be subject shall not exceed the fees paid by the Fund to SS&C ALPS under this Agreement for the most recent 60 months immediately preceding the date of the event giving rise to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The TrustClaim, or, if applicablethe event occurs during the initial term, an amount equal to 60 times the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agentsaverage monthly fee paid by the Fund to SS&C ALPS under the Agreement to that date. 6.2. Further, and representatives notwithstanding anything herein to the contrary, with respect to "as of" adjustments, SS&C ALPS will not assume one hundred percent (collectively100%) responsibility for losses resulting from "as ofs" due to clerical errors or misinterpretations of securityholder instructions. SS&C ALPS will discuss with the Fund SS&C ALPS's accepting liability for an "as of" on a case-by-case basis and accepting financial responsibility for a particular situation resulting in a financial loss to the Fund where such loss is “material,” as hereinafter defined, and, upon review of the “Trust Indemnified Persons”) fortotality of the circumstances, and will pay subject to the Trust Indemnified Persons applicable standard of care and liability limits in the amount of, any actual and direct damages, whether or not involving Agreement. A loss is “material” for purposes of this Section when it results in a third-party claim (collectively, the “Damages”), arising from or in connection with pricing error on a given day which is (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreementgreater than a negligible amount per securityholder, (ii) any act equals or omission by exceeds one ($.01) full cent per share times the Trust (or any number of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, shares outstanding or (iii) any act equals or omission by exceeds the Trust product of one-half of one percent (or any 1%) times the Fund’s Net Asset Value per share times the number of its affiliates) which constitutes negligenceshares outstanding (or, reckless misconduct, willful malfeasance, or lack in case of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligenceiii), reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited such other amounts as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available adopted by applicable accounting or regulatory authorities from time to time). Any agreed upon reimbursement by SS&C ALPS for its ratable proportion of responsibility will commence with that portion of the Trust or any other State Street Indemnified Person. The indemnification and limitation loss over one ($.01) full cent per share calculated on the basis of liability contained herein shall survive the termination total value of this Agreementall shares owned by the affected portfolio.

Limitation of Liability and Indemnification. State Street shall 4.1. Neither GEFTC nor Fidelity will be held to a standard of reasonable care in carrying out its duties liable under this Agreement. State Street shall be responsible Agreement for the performance of only such duties as are set forth in this Agreement andany special, except as otherwise provided under Section XVIconsequential, shall have no responsibility for the actions indirect, incidental or activities similar damages of any other partykind, including lost revenue, lost profits and lost or damaged data. Market based losses that are a result of delayed or incorrect execution or other service providers. State Street error due to Fidelity’s negligence or willful misconduct shall have no liability for not be considered special, consequential, indirect, incidental or similar damages of any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder kind, unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject due to the limitations set forth in Section XIII hereinnegligence or willful misconduct of GEFTC or Advisory Firm. 4.2. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIALGEFTC will indemnify, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify defend and hold harmless State Street Fidelity and its stockholdersofficers, directors, officersmanagers, employees, agentsdesignees, affiliates, subsidiaries and representatives agents (each a “Fidelity Party”) from and against any and all damages, liabilities, expenses (including reasonable attorneys’ fees), costs and claims (collectively, the “Trust Indemnified PersonsCosts”) for, and will pay incurred by any Fidelity Party to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), extent arising from or in connection with relating to: (i) any act or omission breach by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach GEFTC of any representation, warranty, term, covenant or other obligation contained in this Agreement; (ii) any error, wrongful act or wrongful omission by GEFTC, or a third party service provider working for GEFTC, in submitting any order or instruction to Fidelity or performing its obligations under this Agreement; (iii) any act subject to subsection 4.4, such Fidelity Party’s investigation, preparation or omission by the Trust (or defense of any of its affiliatesthe foregoing; and (iv) which constitutes negligenceany interface or support of any interface GEFTC establishes with TNET or other interface(s) made available through Fidelity. 4.3. Fidelity will indemnify, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify defend and hold harmless the Trust, GEFTC and its respective shareholders, trusteesofficers, directors, officersmanagers, agentsemployees, designees, affiliates, subsidiaries and representatives agents (collectively, the each a “State Street Indemnified PersonsGEFTC Party”) for, from any and will pay all Costs incurred by any GEFTC Party to the State Street Indemnified Persons the amount of, any Damages, extent arising from or in connection with relating to: (i) any act or omission breach by State Street (or any of its affiliates) which constitutes a breach Fidelity of any representation, warranty, term, covenant or other obligation contained in this Agreement or Agreement; (ii) any error, wrongful act or wrongful omission by State Street (or any of Fidelity in performing its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of under this Agreement; providedand (iii) subject to subsection 4.4, howeversuch GEFTC Party’s investigation, preparation or defense of any of the foregoing. 4.4. No party will be entitled to indemnification pursuant to this Agreement to the extent that State Street shall such party’s Costs arise out of or relate to such party’s own negligence or willful misconduct. 4.5. Promptly after a party (the “Indemnitee”) receives notice or becomes aware of a claim threatened or commenced against it, against which another party to this Agreement (the “Indemnitor”) is obligated to indemnify the Indemnitee, the Indemnitee will give written notice of such claim to the Indemnitor. However, the Indemnitee’s failure to notify the Indemnitor will not relieve the Indemnitor from any liability that it may have to any Indemnitee under this Agreement, except to the extent that the Indemnitor has been prejudiced in any material respect by such failure. The Indemnitor will be required entitled to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services assume the defense of the claim with counsel reasonably satisfactory to the Indemnitee, and reasonably relied upon by State Street. In the Indemnitee will have the right to participate in the defense or preparation of the defense of the claim as follows: (i) in the event that State Street is required the Indemnitor elects to provide indemnification under this Section XIIassume the defense of the claim, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive and to retain such reasonably satisfactory counsel, the Indemnitee will bear all fees and expenses of or limit any additional counsel the Indemnitee retains and any other remedies costs associated with the Indemnitee’s participation, and (ii) in the event that may be available the Indemnitor does not assume the defense of the claim within a reasonable time after its receipt of the Indemnitee’s notice, the Indemnitor will reimburse the Indemnitee for its reasonable fees and expenses of counsel in defending the claim. If the Indemnitor assumes the defense of claim, the Indemnitor will not, without the prior written consent of the Indemnitee, settle or compromise the liability of the Indemnitee, or permit a default or consent to the Trust entry of any judgment in a court action, unless in connection with such settlement, compromise or any other State Street Indemnified Person. The indemnification and limitation consent the Indemnitee receives from the claimant a written unconditional release from all liability in respect of liability contained herein shall survive the termination of this Agreementclaim.

Limitation of Liability and Indemnification. State Street shall be held Note: Under sections 13 and 14, the term DCA includes both GHFA and DCA. It is the intention of the parties that all limitations of liability and indemnification agreed to a standard apply to DCA also apply to GHFA. Parties acknowledge that this is an essential provision of reasonable care in carrying out its duties under this Agreement. A. Except as provided in Section 13, no party to this Agreement shall assume any additional liability of any kind due to its execution of this Agreement or its participation in the HMIS system. State Street It is the intent of the parties that each party shall be responsible remain liable, to the extent provided by law, regarding its own acts and omissions; but that no party shall assume additional liability on its own behalf or liability for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities acts of any other party, including other service providers. State Street shall have no liability person or entity through participation in HMIS except for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance acts and omissions of its duties hereunder own employees, volunteers, agents or contractors unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, any such liability will be subject to the limitations set forth in Section XIII is expressly created herein. STATE STREET The parties specifically agree that this Agreement is for the benefit of the parties only and creates no rights in any third party. B. IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL NOT DCA BE LIABLE TO AGENCY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTALCONSQUENTIAL, EXEMPLARY, OR CONSEQUENTIAL OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OR PROFITS OR REVENUES, LOSS OF USE, LOSS OF INFORMATION/DATA, OR OTHER DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENTNOT SPECIFIED HEREIN. This disclaimer applies without limitation to claims regardless is agreed whether a claim for any such liability or damages is premised upon breach of the form contract, breach of actionwarranty, whether in contract (including negligence), strict liability, equitable theory, tort, or otherwise and regardless any other theories of whether liability, even if DCA has been apprised of the possibility or likelihood of such damages are foreseeableoccurring. The TrustParties acknowledge that this is an essential provision of this Agreement, orwith adequate consideration made. C. Agency agrees to indemnify, if applicable, the relevant Portfolio, will indemnify defend and hold harmless State Street and DCA including its stockholders, directors, officers, employees, representatives, and agents from and against any and all claims and liabilities (including, without limitation, all damages, costs, and expenses, including legal fees and disbursements paid or incurred) arising from the intentional acts or omissions, negligence, or strict liability of Agency, its directors, officers, employees, representatives, or agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a Agency's breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this This Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreement. D. Without limiting any other provision of this Agreement, Agency and its End Users shall be solely responsible for all decisions and actions taken or not taken involving services, treatment, patient care, utilization management, and quality management for their respective Clients resulting from or in any way related to the use of the HMIS or the Information made available thereby. Agency and End Users shall have no recourse against, and hereby waive, any claims against DCA for any loss, damage, claim or costs relating to or resulting from its own use or misuse of the HMIS. E. HMIS uses available technology to match Client identities with their records in the HMIS to provide Agencies with information regarding Clients. Because Client information is maintained in multiple places and because not all information is kept in a standard fashion, it is possible that false matches may occur or that there may be errors or omissions in the information provided to Agency. To that end, it is incumbent upon the Agency and its End Users to verify the Client's information before the information is relied upon in providing services to a Client. Neither DCA nor the HMIS in general independently verifies or reviews the information transmitted through the HMIS for accuracy or completeness. Further, neither DCA nor the HMIS make any representations or promises regarding the continued participation of any particular Agency in the HMIS. Agencies may be added to or deleted from the HMIS at any time and such changes may be beyond the control of DCA or the HMIS and may occur without prior notice to Agency. F. Agency acknowledges and agrees that the HMIS is an information management tool only and that it contemplates and requires the involvement of Agencies and End Users that are qualified to maintain, collect and enter information into the HMIS. Agency further acknowledges and agrees that DCA has not represented its services as having the ability to perform any tasks that constitute the practice of medicine or of other professional or academic disciplines. DCA shall not be responsible for any errors, misstatements, inaccuracies, or omissions regarding the content of the HMIS, although every effort has been made to ensure its quality and accuracy. Agency assumes all risk for selection and use of the content in the HMIS. G. All data to which access is made through the HMIS originates from Agencies, and not from DCA. All such data is subject to change arising from numerous factors, including without limitation, changes to Client information made at the request of the Client, changes in the Client’s condition, the passage of time and other factors. DCA neither initiates the transmission of any data nor monitors the specific content of data being transmitted. Without limiting any other provision of this Agreement, DCA shall have no responsibility for or liability related to the accuracy, content, currency, completeness, content or delivery of any data either provided by Agency, or used by Agency, pursuant to this Agreement. H. Access to the HMIS and the information obtained by Agency pursuant to the use of those services are provided “as is” and “as available.” Agency is solely responsible for any and all acts or omissions taken or made in reliance on the HMIS or the information in the HMIS, including inaccurate or incomplete information. I. DCA shall not be liable for any cessation, delay or interruption of services, nor for any malfunction of hardware, software or equipment for whatever reason.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street The Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI6, shall have no responsibility for the actions or activities of any other partyperson or entity. The Administrator shall have no liability in respect of any loss, including damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other service providersthan the Administrator prior to the Administrator’s appointment as administrator for the Trust. State Street In performing the services hereunder, the Administrator shall act without negligence, bad faith, willful misconduct or reckless disregard of its duties and obligations under this Agreement and with the skill and care that may reasonably be expected of a leading provider of fund administration services in carrying out the provisions of this Agreement. The Administrator shall be kept indemnified by and shall be without liability to any Trust or Investment Fund for any action taken or omitted by it in accordance with the standard of care set forth in this Section 8 in connection with the provision of services hereunder, provided that the Administrator shall not be indemnified against any liability (or any expenses incident to such liability) and shall be liable to the Trust or Investment Company for any losses or expenses arising out of the Administrator’s failure to exercise the standard of care set forth in this Section 8, except as otherwise set forth in this Agreement. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting except to the extent arising from the negligence, reckless misconduct, willful malfeasance or lack failure of good faith of State Streetthe Administrator, its officers or employees and, in such event, such liability will be subject to exercise the limitations standard of care set forth in this Section XIII herein8. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIALIn no event shall either party be liable for indirect, INDIRECTincidental, INCIDENTALspecial, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless punitive or consequential damages of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damageskind whatsoever, whether or not involving a third-such party claim (collectivelyhas been advised of the possibility or likelihood of such damages. In any event, except as otherwise agreed in writing, the Administrator’s cumulative liability for each calendar year (a “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified PersonsLiability Period”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available respect to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of under this Agreement.Agreement Information Classification: Limited Access

Limitation of Liability and Indemnification. State Street 5.01 The duties of the Administrator shall be held confined to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are those expressly set forth in this Agreement andAgreement, except as otherwise provided under Section XVIand no implied duties are assumed by or may be asserted against the Administrator. In the absence of gross negligence, bad faith or fraud in the performance of the Services, the Administrator shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or damage resulting from for any act or omission in carrying out its duties under this Agreement. As used in this Section 5, the term “Administrator” shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. The Trust shall be solely responsible for its compliance with applicable investment policies, and any laws and regulations governing the manner in which its assets may be invested, and shall be responsible for any losses attributable to non-compliance with any applicable policies, laws and regulations governing the Trust, its activities or the duties, actions or omissions of its agents. Neither the Trust nor the Administrator shall in any circumstances be liable to anyone, including without limitation the other party, for any indirect, special, punitive or consequential damages of any nature whatsoever. The Administrator shall not be responsible for any inaccuracy, failure or delay in the performance or nonperformance of any of its duties hereunder unless caused by obligations under this Agreement if such inaccuracy, failure or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject delay was due to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIALinaccuracy, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless failure or delay of the form Trust or its agent in the performance of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such the Trust’s obligations under this Agreement. Each party shall have the duty to mitigate its damages are foreseeable. for which another party may become responsible. 5.02 The Trust, or, if applicable, the relevant Portfolio, will Trust shall indemnify and hold harmless State Street the Administrator from and its stockholdersagainst any and all actions, directorssuits and claims, officers, employees, agentswhether groundless or otherwise, and representatives (collectivelyfrom and against any and all losses, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator’s reliance upon any instructions, notice or instrument that the Administrator believes is genuine and signed or presented by State Street an authorized Person of the Trust; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator’s bad faith, fraud or gross negligence in the performance of the Services; (ii) any violation by the Trust or the Trust’s sponsor (the “Sponsor”) of any applicable investment policy, law or regulation; (iii) any misstatement or omission in the Trust Materials; (iv) any breach by the Trust of its affiliates) pursuant to this Agreement which does not constitute negligenceany representation, reckless misconduct, willful malfeasance warranty or lack of good faith agreement contained in fulfilling the terms and obligations of this Agreement, ; (iiv) any act or omission of the Trust or the Trust’s former administrator prior to the Effective Date or (vi) any pricing error caused by the Trust (failure of the Trust’s investment adviser or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket provided. 5.03 The Administrator may apply to the Trust, the Trust’s sponsor or any Person acting on the Trust’s behalf at any time for instructions and may consult counsel for the Trust or the Trust’s Sponsor or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator’s duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the advice of its affiliates) counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to any document which constitutes a breach it reasonably believes to be genuine and to have been signed by the proper Person or Persons. The Administrator shall not be held to have notice of any representationchange of authority of any officer, warrantyemployee or agent of the Trust until receipt of written notice thereof. To the extent that the Administrator consults with the Trust counsel pursuant to this provision, term, or obligation contained any such expense shall be borne by the Trust. 5.04 Except as provided in Section 2.03 of this Agreement, the Administrator shall have no liability for the performance or omissions of unaffiliated third parties such as, by way of example and not limitation, transfer agents, custodians, prime brokers, investment advisers (iiiincluding, without limitation, the Sponsor) or sub-advisers, former service providers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator may rely on and shall have no duty to investigate or confirm the accuracy or adequacy of any act or omission information provided by the Trust’s transfer agent, custodian or prior service providers. 5.05 The Administrator shall have no obligations with respect to any laws relating to the distribution, purchase or sale of Shares. Further, the Trust (or any assumes full responsibility for the preparation, contents and distribution of its affiliates) which constitutes negligenceTrust Materials and its compliance with any applicable laws, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trustrules, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreementregulations; provided, however, that State Street the Trust shall not be required responsible for any information included in the Trust Materials to provide the extent that such information was provided by the Administrator. 5.06 The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation or Action with respect to which indemnification hereunder may ultimately be merited. If in any case the Trust is asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust of the pertinent facts concerning the situation in question, and the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for damages arising from errors caused indemnification, but failure to do so shall not affect the rights hereunder. 5.07 The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by inaccurate prices received from independent pricing services counsel chosen by the Trust and reasonably relied upon by State Streetsatisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that State Street is required the Trust elects to provide indemnification under assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the fees and expenses of any counsel retained by the Administrator. 5.08 The provisions of this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall be held (a) In the absence of (i) willful misfeasance, bad faith, or gross negligence on the part of the Subadviser or reckless disregard of its duties, (ii) the failure to disclose to the Adviser a standard material fact regarding the Subadviser or its investment advisory services as they relate to the Fund; (iii) the failure to correct any untrue statement of reasonable care in carrying out a material fact regarding the Subadviser made by the Subadviser to the Adviser, or (iv) the reckless disregard by the Subadviser of its obligations and duties under this Agreement, the Subadviser shall not be subject to any liability to the Adviser, the Trust or the Fund, any shareholder of the Fund, or to any person, firm or organization, for any act or omission in the course of or in connection with rendering its services under this Agreement. State Street Specifically, the Subadviser shall not be responsible for liable to the performance of only such duties as are set forth in this Agreement andAdviser, except as otherwise provided under Section XVI, shall have no responsibility for the actions Trust or activities of any other party, including other service providers. State Street shall have no liability the Fund for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligencelaw, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in of Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES17(j) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form 1940 Act. Nothing herein, however, shall derogate from the Subadviser's obligations under (b) In the absence of action(i) willful misfeasance, whether bad faith or gross negligence on the part of the Adviser or reckless disregard of its duties, (ii) the failure of the Adviser to disclose in contract (including negligence), strict liability, the Prospectus or otherwise and regardless of whether such damages are foreseeable. The any filing made with the SEC with respect to the Trust, or, if applicablethe Fund or the Adviser any material fact; (iii) the failure by the Adviser to correct any untrue statement of a material fact contained in the Prospectus or any other filing made with the SEC regarding the Trust, the relevant PortfolioFund or the Adviser; or (iv) the reckless disregard by the Adviser of its obligations and duties under this Agreement, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, Adviser shall not be subject to any liability to Subadviser for any act or omission in the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from course of or in connection with (i) any act or omission by State Street (or any of the Adviser's carrying out its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms duties and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of under this Agreement. The remedies provided in this paragraph are Specifically, the Adviser shall not exclusive be liable to the Subadviser for any error of judgment or limit any other remedies that may be available to State Street or any other Trust Indemnified Personmistake of law. State Street will Nothing herein, however, shall derogate from the Adviser's obligations under federal and state securities laws. (c) Subadviser and Adviser shall each defend, indemnify and hold harmless the Trust, other party and its respective shareholders, trustees, directorsthe other party's affiliates, officers, trustees/directors, members, employees and agents, from and representatives against any claim, loss, liability, judgment, awards, settlements for which prior approval of the indemnifying party is obtained, damages, deficiency, penalty, cost or expense (collectively, the “State Street Indemnified Persons”including without limitation reasonable attorneys' fees and disbursements for external counsel) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising resulting from or in connection with (i) any act the reckless disregard of the indemnifying party's obligations and duties hereunder; (ii) willful misfeasance, bad faith or omission by State Street (or any gross negligence on the part of the indemnifying party, its affiliates) which constitutes a breach of any representationofficers, warrantytrustees/directors, termmembers, or obligation contained in employees and agents with respect to this Agreement or the Fund or (iiiii) the failure of the indemnifying party to disclose any act material fact or omission by State Street the failure of the indemnifying party to correct any untrue statement of a material fact whether such claim, loss, liability, damages, deficiency, penalty, cost or expense was incurred or suffered directly or indirectly. (or d) Adviser is liable to, and shall indemnify, the Fund and the Trust for any acts and omissions of its affiliates) which constitutes negligencethe Subadviser to the same extent the Adviser, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling under the terms of the Advisory Agreement, is liable to, and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services must indemnify the Fund and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. for the Adviser's acts and omissions. (e) The indemnification and limitation provisions in Section 10 of liability contained herein the Agreement shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street shall 4.1 Provider, its subcontractors (if any), and all of such parties’ respective officers, directors, agents or designees (together, the “Performing Parties” and individually, a “Performing Party”), will not be held to a standard of reasonable care liable for any loss incurred through acts performed (or not performed) by them, or advice or assistance given by them, in carrying out its duties under this Agreement. State Street shall be responsible for good faith in the performance of only such their duties as are set forth hereunder, and in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability event will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless liable only for willful wrongdoing or gross negligence and not for honest errors of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreementjudgment; provided, however, that State Street shall in no event will the Performing Parties be held liable for any consequential damages or for any loss of profits suffered by Recipient or by any additional party, and provided further that the amount of permitted damages claimed in respect of all breaches of contract by any Performing Party that occur during one fiscal year must not exceed the amount of compensation that Recipient owes and/or has paid (directly or indirectly) to the Performing Party for the fiscal year during which the breach of contract has occurred. 4.2 Recipient agrees to indemnify and hold harmless each Performing Party, respectively, from and against all costs, damages, judgments, attorneys’ fees, expenses, obligations and liabilities of every kind and nature that the Performing Party may incur, sustain or be required to provide indemnification for damages pay in connection with, or arising out of, the Performing Party’s performance of its obligations to the Recipient hereunder (unless such costs, damages, judgments, fees, expenses, obligations or liabilities are incurred in connection with, or arise out of, willful wrongdoing or gross negligence). 4.3 Subject to Section 4.1, Provider agrees to indemnify and hold harmless Recipient and its respective officers, directors, agents or designees (together, the “Recipient Parties” and individually, a “Recipient Party”), respectively, from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In against all costs, damages, judgments, attorneys’ fees, expenses, obligations and liabilities of every kind and nature that the event that State Street is Recipient Party may incur, sustain or be required to provide indemnification under this pay in connection with, or arising out of, the Performing Party’s performance of its obligations hereunder (unless such costs, damages, judgments, fees, expenses, obligations or liabilities are incurred in connection with, or arise out of, willful wrongdoing or gross negligence). 4.4 This Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein IV shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. State Street The Trading Advisor Parties shall not be held liable to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other partyParty or the Trading Entity for any acts or omissions, including other service providers. State Street shall have no liability for or any error of judgment or mistake of law or for any loss or damage Losses suffered by them howsoever arising out of the services being provided hereunder in the absence of disabling conduct (as defined below). The Trading Entity shall indemnify, defend and hold harmless the Trading Advisor Parties from and against any and all losses, claims, damages, liabilities (joint and several), costs and expenses (including any reasonable investigatory, legal and other expenses incurred in connection with, and any amounts paid in, any settlement; provided that the Trading Entity shall have approved such settlement) resulting from a demand, claim, lawsuit, action or proceeding relating to any of such person’s actions or capacities relating to the performance business or nonperformance activities of its duties hereunder unless caused by the Trading Entity pursuant to this Agreement; provided that the conduct of such person which was the subject of the demand, claim, lawsuit, action or resulting from the proceeding did not constitute willful misfeasance, bad faith, gross negligence, reckless misconductdisregard of such person’s obligations and duties hereunder or a material breach of this Agreement (such conduct, willful malfeasance “disabling conduct”). The termination of any demand, claim, lawsuit, action or lack of proceeding by settlement shall not, in itself, create a presumption that the conduct in question was not undertaken in good faith of State Streetand in a manner reasonably believed to be in, its officers or employees andnot opposed to, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless best interests of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeableTrading Entity. The TrustTrading Advisor shall indemnify, or, if applicable, the relevant Portfolio, will indemnify defend and hold harmless State Street the Trading Entity, its affiliates and its stockholders, their respective directors, officers, employees, agentsrepresentatives and controlling persons (“Trading Entity Parties”) from and against any and all losses, claims, damages, liabilities (joint and several), costs and expenses (including any reasonable investigatory, legal and other expenses incurred in connection with, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount ofany amounts paid in, any actual and direct damagessettlement; provided that the Trading Advisor shall have approved such settlement) resulting from a demand, whether claim, lawsuit, action or not involving a third-party claim (collectively, proceeding relating to any action or omission of any of the “Damages”), arising from or in connection with Trading Advisor Parties that both (i) any act arises out of the business or omission by State Street (or any activities of its affiliates) pursuant to such person under this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack relates to the management of good faith in fulfilling the terms Trading Entity and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreementdisabling conduct. The remedies provided foregoing agreements of indemnity shall be in this paragraph are not exclusive of addition to, and shall in no respect limit or limit restrict, any other remedies that which may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Streetan indemnified party. In the event that State Street is required a person entitled to provide indemnification under this Section XII14 is made a party to an action, its liability suit or proceeding alleging both matters for which indemnification may be due hereunder and matters for which indemnification may not be due hereunder, such person shall be limited as described indemnified only in respect of the former matters. Promptly after receipt by any of the indemnified parties under Section XIII belowthis Agreement of notice of any demand, claim, lawsuit, action or proceeding, the indemnified party shall notify the indemnifying party in writing of the commencement thereof if a claim in respect thereof is to be made under this Agreement. The remedies omission to so notify shall not relieve the indemnifying party from any obligation or liability which it may have to any such indemnified party under this Section 14, except to the extent that the indemnifying party is materially prejudiced thereby. In the event that such demand, claim, lawsuit, action or proceeding is brought against a person indemnified under this Agreement, and the indemnified party is notified of the commencement thereof, the indemnifying party shall be entitled to participate therein, at its own expense, and, to the extent that the indemnifying party may wish, to assume the defense thereof, with counsel selected by the indemnifying party and approved by the indemnified person (provided that approval may not be unreasonably withheld), and after notice from the indemnifying party to such indemnified person of the indemnifying party’s election to assume the defense thereof, the indemnifying party shall not be liable to such person under this section for any legal or other expenses subsequently incurred by such person in this paragraph are not exclusive connection with the defense thereof. U.S. federal securities laws impose liabilities under certain circumstances on persons who act in good faith and nothing herein shall constitute a waiver of or limit limitation on any other remedies that right which the Trading Entity Parties may be available to the Trust or have under any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementapplicable securities laws.

Limitation of Liability and Indemnification. State Street shall be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and(i) NOTWITHSTANDING ANY OTHER PROVISION OF THIS ARTICLE I TO THE CONTRARY, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET IN NO EVENT SHALL NOT THE SELLER OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY SPECIALINCIDENTAL, INDIRECT, INCIDENTALPUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEESLOST PROFITS, LOSS OF REVENUE OR LOST SALES) IN CONNECTION WITH ANY WAY DUE TO THE TRUST’S USE CLAIMS, LOSSES, DAMAGES OR INJURIES ARISING OUT OF THE SERVICES DESCRIBED HEREIN CONDUCT OF SUCH PARTY PURSUANT TO THIS ARTICLE I REGARDLESS OF WHETHER SUCH DAMAGES OR OTHER RELIEF ARE SOUGHT BASED ON BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT SUCH PARTY WAS AWARE OR ADVISED OF THE PERFORMANCE POSSIBILITY OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of SUCH DAMAGES. (ii) Except insofar as the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay same relate to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or Seller’s breach of any of its affiliates) pursuant to obligations under this Agreement which does not constitute Article I or the gross negligence, reckless misconduct, willful malfeasance bad faith or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach intentional misconduct of any representation▇▇▇▇▇▇▇ Indemnitee, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will Purchaser shall indemnify and hold harmless the Trust▇▇▇▇▇▇▇ Indemnitees from and against any and all Losses which such ▇▇▇▇▇▇▇ Indemnitees may sustain or incur by reason of any claim, and its respective shareholdersdemand, trusteessuit or recovery by any person or entity, directorsor otherwise, officers, agents, and representatives (collectively, resulting from acts or omissions committed by the “State Street Indemnified Persons”) for, and will pay to Seller or any member of the State Street Indemnified Persons ▇▇▇▇▇▇▇ Group in conducting the amount of, any Damages, arising from Local Operations for the benefit of the Purchaser or in connection with otherwise performing the Local Operations. Nothing herein shall limit (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Newco’s obligations with respect to Assumed Liabilities under the Distribution Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and Local Deferred Purchaser’s obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In under the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Local Deferred Asset Transfer Agreement.

Limitation of Liability and Indemnification. State Street Our restated certificate of incorporation and our amended and restated bylaws provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused harmless by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject us to the limitations set forth fullest extent authorized by the DGCL against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such. Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless 145 of the form DGCL permits a corporation to indemnify any director or officer of action, whether in contract the corporation against expenses (including negligenceattorneys’ fees), strict liabilityjudgments, or otherwise fines and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify amounts paid in settlement actually and hold harmless State Street and its stockholders, directors, officers, employees, agents, and representatives (collectively, the “Trust Indemnified Persons”) for, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or reasonably incurred in connection with (i) any act action, suit or omission proceeding brought by State Street (reason of the fact that such person is or any was a director or officer of its affiliates) pursuant to this Agreement which does not constitute negligencethe corporation, reckless misconduct, willful malfeasance or lack of if such person acted in good faith and in fulfilling a manner that he or she reasonably believed to be in, or not opposed to, the terms best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. In a derivative action (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and obligations reasonably incurred by any director or officer in connection with the defense or settlement of this Agreementsuch an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, (iior not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Delaware Chancery Court or the court in which the action or suit was brought shall determine that such person is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. Pursuant to Section 102(b)(7) any act of the DGCL, Article Ninth of our restated certificate of incorporation eliminates the liability of a director to us or omission by the Trust (or any of its affiliates) which constitutes our stockholders for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising: ● from any representationbreach of the director’s duty of loyalty to us or our stockholders; ● from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; ● under Section 174 of the DGCL; and ● from any transaction from which the director derived an improper personal benefit. We have entered into indemnification agreements with our directors and certain officers, warrantyin addition to the indemnification provided in our restated certificate of incorporation and our amended and restated bylaws, termand intend to enter into indemnification agreements with any new directors and executive officers in the future. We have purchased and intend to maintain insurance on behalf of any person who is or was a director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions. The foregoing discussion of our restated certificate of incorporation, amended and restated bylaws, indemnification agreements, indemnity agreement, and Delaware law is not intended to be exhaustive and is qualified in its entirety by such restated certificate of incorporation, amended and restated bylaws, indemnification agreements, indemnity agreement, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreementlaw. The remedies provided in this paragraph are not exclusive validity of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification shares being offered under this Section XIIprospectus by us will be passed upon for us by ▇▇▇▇▇, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification ▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and limitation of liability contained herein shall survive the termination of this Agreement▇▇▇▇▇, P.C., Boston, Massachusetts.

Limitation of Liability and Indemnification. State Street shall Client understands that investing for Client’s Accounts involves risks that are borne solely by Client. Client acknowledges and agrees that Baird does not in any way guarantee Client’s Accounts against any loss or decline in value, nor does Baird make any representation or commitment whatsoever as to the performance, yield or return of Client’s Accounts. Client understands that investment products or investment managers recommended to Client or selected for Client’s Accounts, including investment products or investment managers included on a Baird recommended list, are those investments which, in ▇▇▇▇▇’▇ professional judgment, may be held appropriate to help Client pursue Client’s financial goals. Client understands and agrees that ▇▇▇▇▇’▇ selection or recommendation of an investment product or investment manager does not constitute a standard representation or guarantee that the investment product or investment manager is or will be the best investment product or investment manager available. CLIENT AND EACH AUTHORIZED REPRESENTATIVE OF CLIENT, IF ANY, AGREE THAT NO COVERED BAIRD PARTY SHALL BE LIABLE TO CLIENT, THE AUTHORIZED REPRESENTATIVE OR ANY OTHER PERSON FOR: (I) ANY ACT OR FAILURE TO ACT, OR FOR ANY ERRORS OF JUDGMENT, BY A COVERED BAIRD PARTY, EXCEPT TO THE EXTENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION HAS DETERMINED SUCH COVERED BAIRD PARTY TO HAVE BEEN NEGLIGENT, BREACHED A DUTY TO CLIENT, OR VIOLATED APPLICABLE LAW; (II) ANY ACT OR FAILURE TO ACT BY CLIENT OR AN AUTHORIZED REPRESENTATIVE OR AGENT OF CLIENT; (III) ANY MISSTATEMENTS IN, OR OMISSIONS FROM, DOCUMENTS PROVIDED TO CLIENT THAT WERE NOT PREPARED OR APPROVED BY BAIRD; (IV) ANY ACT OR FAILURE TO ACT BY A COVERED BAIRD PARTY IN RELIANCE UPON INSTRUCTIONS REASONABLY BELIEVED BY A BAIRD COVERED PARTY TO HAVE BEEN PROVIDED BY CLIENT OR AN AUTHORIZED REPRESENTATIVE OR AGENT OF CLIENT; (V) INVESTMENT POLICIES OR GUIDELINES ESTABLISHED BY CLIENT, AN AUTHORIZED REPRESENTATIVE OR OTHER THIRD PARTY; (VI) CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR ANY SERVICE A COVERED BAIRD PARTY PROVIDES TO CLIENT; OR (VII) ANY LOSSES CAUSED DIRECTLY OR INDIRECTLY BY GOVERNMENT RESTRICTIONS, EXCHANGE OR MARKET RULINGS, SUSPENSIONS OF TRADING, ACTS OF WAR, TERRORISM, STRIKES, POWER OUTAGES, OR OTHER EVENTS OR CONDITIONS BEYOND A COVERED BAIRD PARTY’S REASONABLE CONTROL. Client hereby agrees to indemnify, defend and hold harmless each Covered Baird Party to the fullest extent permitted by applicable law and regulation from and against all Losses that a Covered Baird Party may incur directly or indirectly arising out of reasonable care or relating to: • any untrue representation, misrepresentation, failure to state a material fact, or breach of warranty of Client or an Authorized Representative contained in carrying the Application, the Agreement or in any other Client Paperwork; • Client’s failure to perform when due Client’s obligations under the Application, the Agreement or in any other Client Paperwork; • any act or failure to act by a Covered Baird Party in reliance upon instructions reasonably believed by the Baird Covered Party to have been provided by Client or an Authorized Representative or Agent of Client; • investment policies or guidelines established by Client, an Authorized Representative or other third party; • an actual or alleged violation by Client or an Authorized Representative or Agent of Client of an applicable law or regulation; or • an actual or alleged breach by Client or an Authorized Representative or Agent of Client of a fiduciary duty or other duty or obligation, whether arising under a law, regulation or Governing Instrument applicable to Client or otherwise. To the extent the foregoing indemnification obligation of Client is prohibited under applicable law or regulation and to the extent that a Covered Baird Party has not breached any duty owed to Client, if any, and has not acted negligently, Client hereby agrees to reimburse such Covered Baird Party for all Losses that such Covered Baird Party may incur in connection with defending any actual or threatened claim made against such Covered Baird Party. Each Authorized Representative of Client, if any, jointly and severally with all other Authorized Representatives of Client, if any, hereby agrees to indemnify, defend and hold harmless each Covered Baird Party to the fullest extent permitted by applicable law from and against all Losses that a Covered Baird Party may incur directly or indirectly arising out its duties of or relating to: • any untrue representation, misrepresentation, or breach of warranty of an Authorized Representative contained in the Application, this Agreement or in any other Client Paperwork; • any act or failure to act by a Covered Baird Party in reliance upon instructions reasonably believed by the Baird Covered Party to have been provided by an Authorized Representative; • investment policies or guidelines established by Client, an Authorized Representative or other third party; • an actual or alleged violation by an Authorized Representative or Agent of Client of a law or regulation applicable to Client; or • an actual or alleged breach by an Authorized Representative of a fiduciary duty or other duty or obligation, whether arising under this Agreementa law, regulation or Governing Instrument applicable to Client or otherwise. State Street shall be responsible for the performance of only such duties as are set forth Nothing in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions constitute a waiver or activities limitation of any other partyrights that the parties may have under applicable law, including other service providers. State Street shall have no liability for any error of judgment securities laws, ERISA or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER IRC (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligenceif applicable), strict liability, or otherwise and regardless rules or regulations of whether such damages are foreseeableself-regulatory organizations of which Baird is a member. The Trustindemnification obligations of Client and Authorized Representatives contained in the Application, orthis Agreement or in any other Client Paperwork shall survive Client’s death, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholders, directors, officers, employees, agentsClient is an individual, and representatives (collectivelyshall survive Client’s dissolution, the “Trust Indemnified Persons”) forif Client is an entity, and will pay to the Trust Indemnified Persons the amount ofshall survive termination or revocation of an Account, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act an Authorized Representative’s appointment as a representative of Client, regardless of the reason for termination or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, agents, and representatives (collectively, the “State Street Indemnified Persons”) for, and will pay to the State Street Indemnified Persons the amount of, any Damages, arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or (ii) any act or omission by State Street (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement; provided, however, that State Street shall not be required to provide indemnification for damages arising from errors caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event that State Street is required to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementrevocation.

Limitation of Liability and Indemnification. State Street shall 5.1 Except as may be held to a standard of reasonable care in carrying out its duties under this Agreement. State Street shall be responsible for the performance of only such duties as are set forth in this Agreement and, except as otherwise provided under Section XVI, shall have no responsibility for the actions or activities of any other party, including other service providers. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the negligence, reckless misconduct, willful malfeasance or lack of good faith of State Street, its officers or employees and, in such event, such liability will be subject to the limitations set forth in Section XIII herein. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL5.2, INDIRECTCEI, INCIDENTALtogether with its affiliates, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO THE TRUST’S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR FAILURE TO PERFORM STATE STREET’S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies without limitation to claims regardless of the form of action, whether in contract (including negligence), strict liability, or otherwise and regardless of whether such damages are foreseeable. The Trust, or, if applicable, the relevant Portfolio, will indemnify and hold harmless State Street and its stockholdersshareholders, directors, officers, employees, agents, successors and representatives permitted assigns (collectively, the each a “Trust Indemnified PersonsCEI Party”) forshall not be liable to ATC, and will pay to the Trust Indemnified Persons the amount of, any actual and direct damages, whether or not involving a third-party claim (collectively, the “Damages”), arising from or in connection with (i) any act or omission by State Street (or any of its affiliates) pursuant to this Agreement which does not constitute negligence, reckless misconduct, willful malfeasance or lack of good faith in fulfilling the terms and obligations of this Agreement, (ii) any act or omission by the Trust (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement, or (iii) any act or omission by the Trust (or any of its affiliates) which constitutes negligence, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of this Agreement. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to State Street or any other Trust Indemnified Person. State Street will indemnify and hold harmless the Trust, and its respective shareholders, trustees, directors, officers, employees, agents, successors or permitted assigns (each an “ATC Party”), and representatives no ATC Party shall be liable to any CEI Party, in each case, for any liabilities, losses, damages, claims, causes or action, or expenses, including without limitation any special, direct, indirect, incidental or consequential damages arising under or related to this Agreement or the Services provided hereunder. (a) CEI shall indemnify, defend and hold harmless each of the ATC Parties from and against any and all liabilities, losses, damages, claims, causes of action and expenses (including reasonable attorneys’ fees) arising from claims of third parties (collectively, the “State Street Indemnified PersonsClaims”) for, that are caused solely and will pay to directly by the State Street Indemnified Persons the amount of, any Damages, arising from gross negligence or willful misconduct of CEI or its employees in connection with the performance of Services under this Agreement. Notwithstanding the foregoing, (i) CEI shall not be liable for any act Claims of third parties against any ATC Party for any punitive, special, indirect, incidental or omission by State Street (or any of its affiliates) which constitutes a breach of any representation, warranty, term, or obligation contained in this Agreement or consequential damages and (ii) any act or omission by State Street (or any of its affiliatesCEI’s obligations set forth in this Section 5.2(a) which constitutes negligenceshall be ATC’s sole remedy, reckless misconduct, willful malfeasance, or lack of good faith in fulfilling the terms and obligations of whether under this Agreement; provided, howeverat law or in equity, in respect of such Claims. (b) ATC shall indemnify, defend and hold harmless each of the CEI Parties from and against any and all Claims of third parties that State Street are caused solely and directly by the gross negligence or willful misconduct of ATC or its employees in connection with ATC’s performance under this Agreement. Notwithstanding the foregoing, (i) ATC shall not be required liable for any Claims of third parties against any CEI Party for any punitive, special, indirect, incidental or consequential damages and (ii) ATC’s obligations set forth in this Section 5.2(b) shall be CEI’s sole remedy, whether under this Agreement, at law or in equity, in respect of such Claims. (a) Within ten (10) days after receipt by an indemnified party of notice of a claim from a third party (a “Claim”) that may give rise to a claim for indemnification hereunder, such indemnified party shall give notice to the indemnifying party of such Claim. Notwithstanding the foregoing, the failure to notify or any delay in notifying the indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that the indemnifying party demonstrates that the defense of such action is materially prejudiced by the indemnified party’s failure to give or delay in giving such notice, and then only to the extent of such prejudice. (b) Any indemnifying party will have the right to assume the defense of the Claim with counsel of its choice reasonably satisfactory to the indemnified party by notifying the indemnified party in writing of its assumption of the defense within fifteen (15) days after the indemnified party has given notice to the indemnifying party of the Claim, provided, in order to preserve its rights in this regard, the indemnifying party must conduct the defense of the Claim actively and diligently. The indemnified party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Claim. (c) So long as the indemnifying party has assumed and is conducting the defense of the Claim in accordance with subsection (b) above, (i) the indemnifying party will not consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the indemnified party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by the indemnifying party and does not impose an injunction or other equitable relief upon the indemnified party, and (ii) the indemnified party will not consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the indemnifying party (not to be withheld or delayed unreasonably). (d) If the indemnifying party does not assume and conduct the defense of the Claim in accordance with subsection (b) above, (i) the indemnified party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Claim in any manner it reasonably may deem appropriate, if, before effecting any compromise or settlement, the indemnified party solicits and obtains the consent of the indemnifying party, such consent not to be unreasonably withheld or delayed, (ii) the indemnifying party will reimburse the indemnified party promptly and periodically for the costs of defending against the Claim (including reasonable attorneys’ fees and expenses) to the extent the indemnifying party is obligated to provide indemnification indemnity hereunder, and (iii) the indemnifying party will remain responsible for damages any loss the indemnified party may suffer resulting from, arising from errors out of, relating to, in the nature of, or caused by inaccurate prices received from independent pricing services and reasonably relied upon by State Street. In the event Claim to the fullest extent that State Street the indemnifying party is required obligated to provide indemnification under this Section XII, its liability shall be limited as described under Section XIII below. The remedies provided in this paragraph are not exclusive of or limit any other remedies that may be available to the Trust or any other State Street Indemnified Person. The indemnification and limitation of liability contained herein shall survive the termination of this Agreementindemnity hereunder.