Common use of Limitation of Liability and Indemnification Clause in Contracts

Limitation of Liability and Indemnification. (a) FASC shall not be responsible for any error of judgment or mistake of law or for any loss suffered by the Advisor or any Account in connection with the matters to which this Agreement relates, except a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. (b) The Adviser shall indemnify FASC and shall hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted against FASC for any action taken or omitted by it in performing the Services in accordance with the above standards, and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefrom. (c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of them.

Limitation of Liability and Indemnification. (a) FASC 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 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 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 responsible 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. Specifically, the Subadviser shall not be liable to the Adviser, the Trust or the Fund for any error of judgment or mistake of law or for any loss suffered by law, subject to the Advisor or any Account in connection with limitations of Section 17(j) of the matters to which this Agreement relates1940 Act. Nothing herein, except however, shall derogate from the Subadviser's obligations under federal and state securities laws. Subadviser will maintain a loss resulting from reasonable amount of fidelity bond insurance coverage and shall provide evidence of such coverage upon request of Adviser. (b) In the absence of (i) willful malfeasancemisfeasance, bad faith or gross negligence on the part of the Adviser or reckless disregard of its part duties, (ii) the failure of the Adviser to disclose in the performance Prospectus or any filing made with the SEC with respect to the Trust, the Fund or the Adviser any material fact; (iii) the failure by the Adviser to correct any untrue statement of its duties a material fact contained in the Prospectus or from any other filing made with the SEC regarding the Trust, the Fund or the Adviser; or (iv) the reckless disregard by it the Adviser of its obligations and duties under this Agreement. (b) The , Adviser shall indemnify FASC and shall hold FASC harmless from and against not be subject to any liability to any Account or to any other person which may incurred by or asserted against FASC Subadviser for any action taken act or omitted by it omission in performing the Services course of or in accordance connection with the above standards, Adviser's carrying out its duties and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification obligations under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudiceAgreement. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claimSpecifically, the Adviser shall not be obligated liable to indemnify FASC the Subadviser for any further legal error of judgment or other expenses incurred in investigating or defending such claimmistake of law. Nothing herein, except those incurred at however, shall derogate from the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim Adviser's obligations under federal and will indemnify FASC for any liability resulting therefromstate securities laws. (c) The Subadviser and Adviser shall each defend, indemnify and FASC are each hereby expressly put on notice of hold harmless the limitation of liability set forth in the Declaration of Trust of other party and the other party. Each party agrees that the obligations 's affiliates, officers, trustees/directors, members, employees and agents, from and against any claim, loss, liability, judgment, awards, settlements for which prior approval of the other indemnifying party pursuant is obtained, damages, deficiency, penalty, cost or expense (including without limitation reasonable attorneys' fees and disbursements for external counsel) resulting from (i) the reckless disregard of the indemnifying party's obligations and duties hereunder; (ii) willful misfeasance, bad faith or gross negligence on the part of the indemnifying party, its officers, trustees/directors, members, employees and agents with respect to this Agreement shall be limited solely or the Fund or (iii) the failure of the indemnifying party to disclose any material fact or the failure of the indemnifying party to correct any untrue statement of a material fact whether such party and its assetsclaim, loss, liability, damages, deficiency, penalty, cost or expense was incurred or suffered directly or indirectly. (d) Adviser is liable to, and neither party shall seek satisfaction of indemnify, the Fund and the Trust for any such obligation from the shareholders, trustees, officers, employees or agents acts and omissions of the other partySubadviser to the same extent the Adviser, or any under the terms of themthe Advisory Agreement, is liable to, and must indemnify the Fund and the Trust for the Adviser's acts and omissions. (e) The indemnification provisions in Section 10 of the Agreement shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall act without negligence and with the skill and care that may reasonably be expected of a leading provider of fund administration and fund accounting services in carrying out the provisions of this Agreement. The Administrator shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence in connection with the provision of services hereunder, including: (ai) FASC at the request or on the direction of or in reliance on the advice of the Fund or the Fund’s counsel on behalf of the Fund, or (ii) on Proper Instructions, provided that the Administrator shall not be responsible 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 Fund 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 Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Fund (“Prior Records”) except as may arise from Administrator’s own negligence or willful misconduct or the negligence or willful misconduct of an agent of the Administrator provided that the Administrator shall notify the Fund as soon as practicable after becoming aware in the course of performing its duties hereunder of an error 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 suffered by the Advisor or any Account in connection with the matters to which this Agreement relates, except a loss damage resulting from the performance or nonperformance of its duties hereunder except to the extent arising directly from the failure to exercise the standard of care set out in this Section 8 or the bad faith, negligence or willful malfeasancemisconduct of the Administrator, bad faith its agents, officers or gross negligence on employees. Except as may arise from the Administrator’s failure to exercise its part standard of care, the Administrator shall not be responsible or liable for any failure or delay in the performance of its duties obligations under this Agreement arising out of or from reckless disregard caused, directly or indirectly, by it 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 Fund, take reasonable steps to minimize service interruptions in the event of its obligations equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Administrator’s control. The Administrator shall enter into and duties shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision, at a level the Administrator believes consistent with other similarly situated providers of fund administration and fund accounting services, for (i) periodic back-up of the computer files and data with respect to the Fund and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. (b) The Adviser . Upon reasonable request, the Administrator shall indemnify FASC and discuss with the Fund 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 hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted against FASC be liable for any action taken indirect, special or omitted by it in performing the Services in accordance with the above standards, and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification under this Sectionconsequential damages; provided that the failure to give such notice, or any delay in giving such notice, foregoing limitation shall not lessen the obligation apply with respect to damages or claims arising out of the Adviser or relating to indemnify FASC except to the extent it results in actual prejudicethat party’s fraud or willful misconduct. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefrom. (c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in and indemnification contained herein shall survive the Declaration termination of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of themAgreement.

Limitation of Liability and Indemnification. (a) FASC 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 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 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 responsible 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. Specifically, the Subadviser shall not be liable to the Adviser, the Trust or the Fund for any error of judgment or mistake of law or for any loss suffered by law, subject to the Advisor or any Account in connection with limitations of Section 17(j) of the matters to which this Agreement relates1940 Act. Nothing herein, except however, shall derogate from the Subadviser’s obligations under federal and state securities laws. Subadviser will maintain a loss resulting from reasonable amount of fidelity bond insurance coverage and shall provide evidence of such coverage upon request of Adviser. (b) In the absence of (i) willful malfeasancemisfeasance, bad faith or gross negligence on the part of the Adviser or reckless disregard of its part duties, (ii) the failure of the Adviser to disclose in the performance Prospectus or any filing made with the SEC with respect to the Trust, the Fund or the Adviser any material fact; (iii) the failure by the Adviser to correct any untrue statement of its duties a material fact contained in the Prospectus or from any other filing made with the SEC regarding the Trust, the Fund or the Adviser; or (iv) the reckless disregard by it the Adviser of its obligations and duties under this Agreement. (b) The , Adviser shall indemnify FASC and shall hold FASC harmless from and against not be subject to any liability to any Account or to any other person which may incurred by or asserted against FASC Subadviser for any action taken act or omitted by it omission in performing the Services course of or in accordance connection with the above standards, Adviser’s carrying out its duties and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification obligations under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudiceAgreement. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claimSpecifically, the Adviser shall not be obligated liable to indemnify FASC the Subadviser for any further legal error of judgment or other expenses incurred in investigating or defending such claimmistake of law. Nothing herein, except those incurred at however, shall derogate from the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim Adviser’s obligations under federal and will indemnify FASC for any liability resulting therefromstate securities laws. (c) The Subadviser and Adviser shall each defend, indemnify and FASC are each hereby expressly put on notice of hold harmless the limitation of liability set forth in the Declaration of Trust of other party and the other party. Each party agrees that the obligations ’s affiliates, officers, trustees/directors, members, employees and agents, from and against any claim, loss, liability, judgment, awards, settlements for which prior approval of the other indemnifying party pursuant is obtained, damages, deficiency, penalty, cost or expense (including without limitation reasonable attorneys’ fees and disbursements for external counsel) resulting from (i) the reckless disregard of the indemnifying party’s obligations and duties hereunder; (ii) willful misfeasance, bad faith or gross negligence on the part of the indemnifying party, its officers, trustees/directors, members, employees and agents with respect to this Agreement shall be limited solely or the Fund or (iii) the failure of the indemnifying party to disclose any material fact or the failure of the indemnifying party to correct any untrue statement of a material fact whether such party and its assetsclaim, loss, liability, damages, deficiency, penalty, cost or expense was incurred or suffered directly or indirectly. (d) Adviser is liable to, and neither party shall seek satisfaction of indemnify, the Fund and the Trust for any such obligation from the shareholders, trustees, officers, employees or agents acts and omissions of the other partySubadviser to the same extent the Adviser, or any under the terms of themthe Advisory Agreement, is liable to, and must indemnify the Fund and the Trust for the Adviser’s acts and omissions. (e) The indemnification provisions in Section 10 of the Agreement shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. (a) FASC The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 13, shall have no responsibility for the actions or activities of any other party, including other service providers. 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 responsible 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 suffered by the Advisor or any Account in connection with the matters to which this Agreement relates, except a loss damage resulting from the performance or nonperformance of its duties hereunder except to the extent arising directly from the failure to exercise the standard of care set out in this Section 8 or the bad faith, negligence or willful malfeasancemisconduct of the Administrator, bad faith its agents, officers or gross negligence on employees. Except as may arise from the Administrator’s failure to exercise its part standard of care, the Administrator shall not be responsible or liable for any failure or delay in the performance of its duties obligations under this Agreement arising out of or from reckless disregard caused, directly or indirectly, by it 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 Trust, take reasonable steps to minimize service interruptions in the event of its obligations equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Administrator’s control. The Administrator shall enter into and duties shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision, at a level the Administrator believes consistent with other similarly situated providers of fund administration services, for (i) periodic back-up of the computer files and data with respect to the Trust and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. (b) The Adviser . Upon reasonable request, the Administrator shall indemnify FASC and 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 hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted against FASC be liable for any action taken indirect, special or omitted by it in performing the Services in accordance with the above standards, and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification under this Sectionconsequential damages; provided that the failure to give such notice, or any delay in giving such notice, foregoing limitation shall not lessen the obligation apply with respect to damages or claims arising out of the Adviser or relating to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal party’s fraud or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefromwillful misconduct. (c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of them.

Limitation of Liability and Indemnification. 22.1 Except as otherwise expressly stated, the Seller shall not be liable for any claim under the Seller Warranties or under this Agreement if and to the extent that: (a) FASC the facts, matters or circumstances which are the subject matter of such claim are fairly disclosed in accordance with Clause 21 (as applicable); or (b) the liability would have not arisen but for: (i) a change in legislation or a change in the interpretation of legislation on the basis of case law made after the date of this Agreement (whether relating to taxation, the rate of taxation or otherwise) or any amendment to or the withdrawal of any practice previously published by any taxation authority, in either case occurring after the date of this Agreement, whether or not that change, amendment or withdrawal purports to be effective retrospectively in whole or in part; or (ii) any act or omission of the Seller on or before Closing carried out at the written request of the Purchaser or any act or omission of the Purchaser after Closing; or (iii) a cessation, or any change in the nature or conduct, of the activity of developing, manufacturing, marketing and selling the Products occurring on or after Closing, save where such cessation or change is made to comply with Applicable Law or regulation or an obligation of the Seller prior to Closing. 22.2 If the Purchaser wishes to make a claim under this Agreement against the Seller or any member of the Seller Group, the Purchaser shall not procure that any such claim shall only be responsible made by the Purchaser against the Seller (for itself and/or as agent for the relevant Other Sellers) in accordance with this Clause 22. The Purchaser and any member of the Purchaser Group expressly waive any right to claim for indemnification against the Seller and any Other Seller for any error Costs which are payable to any of judgment Purchaser or mistake any member of law the Purchaser Group under the indemnities provided in this Agreement, otherwise than in accordance with, and subject to the conditions of, this Clause 22. 22.3 If the Seller or any of the Other Sellers wish to make a claim under this Agreement against the Purchaser, the Seller shall procure that any such claim shall only be made by the Seller (for itself and/or as agent for the relevant Other Sellers) against the Purchaser in accordance with this Clause 22. The Seller and each Other Seller expressly waive any right to claim for indemnification against the Purchaser, for any loss suffered Costs which are payable to any of Seller or any Other Seller under the indemnities provided in this Agreement otherwise than in accordance with, and subject to the conditions of, this Clause 22. 22.4 For the purposes of this Clause 22, whichever of the Seller or the Purchaser is bringing a claim (whether as agent or otherwise) in accordance with Clause 22, as the case may be, is termed the “Claimant Party” and the other of them is termed the “Defendant Party”. 22.5 The procedure to claim indemnification under Clause 22 shall be as follows: (a) The Claimant Party shall as soon as reasonably practicable after the discovery of the matter on which the claim may be based or after the receipt of a Third Party claim, send to the Defendant Party a claim notice specifying in reasonable detail the nature of and the legal grounds for the claim and, where practicable, the estimated amount to be paid by the Advisor Defendant Party. Upon request of the other Party, the Claimant Party shall provide, in relation to Third Party claims, all information reasonably relevant to investigate the matter alleged to give rise to such Third Party claims and provide a copy of any correspondence or any Account in connection with the matters document relating to which this Agreement relates, except a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreementsuch claims. (b) The Adviser If the claim is the result of, or in connection with, a claim by or a liability towards a Third Party then: (i) the Claimant Party shall give the Defendant Party, its accountants and legal and other advisers reasonable facilities to investigate the matter alleged to give rise to the Third Party claim and provide to the Defendant Party all correspondence or documents held by the Claimant Party or any of its Affiliates relating to the Third Party claim as the Defendant Party may reasonably request; and (ii) the Claimant Party shall consult with the Defendant Party as regards the conduct of any proceedings arising out of such Third Party claim, taking into consideration any reasonable request of the Defendant Party in connection with the claim, or if the Defendant Party agrees that it shall indemnify FASC and promptly reimburse the Claimant Party for any Costs which may be incurred thereby, then the Claimant Party shall: (i) give the Defendant Party, its accountants and legal and other advisers reasonable facilities to investigate the matter alleged to give rise to the claim and provide to the Defendant Party all correspondence or documents held by the Claimant Party relating to the Third Party claim as the Defendant Party may reasonably request; (ii) take such action as the Defendant Party shall reasonably request (after consulting with the Claimant Party) in order to avoid, dispute, resist, appeal, compromise or settle any such claim, including instructing such attorneys and advisers as the Defendant Party may nominate to represent the Claimant Party in connection with the claim and communicating to such attorneys and advisers the Defendant Party’s instructions concerning the handling of the claim, and obtain instructions from the Defendant Party as regards the conduct of any proceedings arising out of such claim; and (iii) not admit any liability or settle the claim without the Defendant Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed), provided that, in relation to the rights granted under this Clause 22.6(b), the Defendant Party shall act reasonably and shall hold FASC harmless from and against not be entitled to take any action that would or might reasonably be expected to result in a Material Adverse Effect as further described below. Failure of the Claimant Party to comply with the provisions of this Clause 22 shall not relieve the Defendant Party of any liability in respect of the claim in question but may be taken into account in calculating any such liability, to the extent that the Defendant Party establishes that such liability is increased by such failure. In the event of a Third Party claim, the Defendant Party shall have the right, if it so elects, to assume the defence of the Third Party claim and for such purpose may retain counsel of its choice, to represent the Claimant Party and any Account or others the Defendant Party may designate in connection with the Third Party claim in question and shall pay the fees and disbursements of such counsel with regard thereto. The Claimant Party shall have the right to participate in the defence of any other person which may incurred by or asserted against FASC for any action taken or omitted Third Party with counsel selected by it subject to the Defendant Party's right to control the defence thereof. The fees and disbursements of such counsel shall be at the expense of the Claimant Party, provided that if in performing the Services in accordance with reasonable opinion of counsel to the above standardsClaimant Party, (A) there are legal defences available to an Claimant Party that are different from or additional to those available to the Defendant Party; or (B) there exists a conflict of interest between the Claimant Party and any expenses (including the Defendant Party that cannot be waived, the Defendant Party shall be liable for the reasonable fees and expenses of one counsel to the Claimant Party in each applicable jurisdiction. If requested by the Defendant Party, the Claimant Party agrees to cooperate in good faith and at the expense of the Defendant Party with the Defendant Party and its counsel) counsel in contesting any such Third Party claim which may be incurred by FASC the Defendant Party defends, or, if appropriate and related to the Third Party claim in investigating or defending itself question, in making any counterclaim against the assertion of any such liability. FASC shall give prompt notice to person asserting the Adviser of the assertion of any Third Party claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such noticequestion, or any delay in giving such noticecross-complaint against any person. Notwithstanding any other provision of this Agreement, the Defendant Party shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense enter into settlement of any Third Party claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with without the prior written consent of the Adviser Claimant Party, except as provided in this paragraph. If a firm offer is made to settle a Third Party claim without leading to liability or unless the Adviser failscreation of a financial or other obligation on the part of the Claimant Party and provides, in customary form, for the unconditional release of each Claimant Party from all liabilities and obligations in connection with such Third Party Claim and the Defendant Party desires to accept and agree to such offer, the Defendant Party shall give written notice to that effect to the Claimant Party. If the Claimant Party fails to consent to such firm offer within 30 ten (10) days after notice its receipt of such notice, the Claimant Party may continue to contest or defend such Third Party claim and, in that event, the maximum liability of the terms Defendant Party as to such Third Party Claim shall not exceed the amount of such settlementsettlement offer. If the Claimant Party fails to consent to such firm offer and also fails to assume defence of such Third Party claim, the Defendant Party may settle the Third Party claim upon the terms set forth in such firm offer to notify FASC that it settle such Third Party claim. If the Claimant Party has assumed the defense of such claim and will indemnify FASC for defence under this paragraph, it shall not agree to any liability resulting therefrom. (c) The Adviser and FASC are each hereby expressly put on notice settlement without the written consent of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement Defendant Party (which consent shall not be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees unreasonably withheld or agents of the other party, or any of themdelayed).

Limitation of Liability and Indemnification. (a) FASC 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 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 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 responsible 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. Specifically, the Subadviser shall not be liable to the Adviser, the Trust or the Fund for any error of judgment or mistake of law or for any loss suffered by law, subject to the Advisor or any Account in connection with limitations of Section 17(j) of the matters to which this Agreement relates1940 Act. Nothing herein, except however, shall derogate from the Subadviser's obligations under federal and state securities laws. Subadviser will maintain a loss resulting from reasonable amount of fidelity bond insurance coverage and shall provide evidence of such coverage upon request of Adviser. (b) In the absence of (i) willful malfeasancemisfeasance, bad faith or gross negligence on the part of the Adviser or reckless disregard of its part duties, (ii) the failure of the Adviser to disclose in the performance Prospectus or any filing made with the SEC with respect to the Trust, the Fund or the Adviser any material fact; (iii) the failure by the Adviser to correct any untrue statement of its duties a material fact contained in the Prospectus or from any other filing made with the SEC regarding the Trust, the Fund or the Adviser; or (iv) the reckless disregard by it the Adviser of its obligations and duties under this Agreement. (b) The , Adviser shall indemnify FASC and shall hold FASC harmless from and against not be subject to any liability to any Account or to any other person which may incurred by or asserted against FASC Subadviser for any action taken act or omitted by it omission in performing the Services course of or in accordance connection with the above standards, Adviser's carrying out its duties and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification obligations under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudiceAgreement. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claimSpecifically, the Adviser shall not be obligated liable to indemnify FASC the Subadviser for any further legal error of judgment or other expenses incurred in investigating or defending such claimmistake of law. Nothing herein, except those incurred at however, shall derogate from the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim Adviser's obligations under federal and will indemnify FASC for any liability resulting therefromstate securities laws. (c) The Subadviser and Adviser shall each defend, indemnify and FASC are each hereby expressly put on notice of hold harmless the limitation of liability set forth in the Declaration of Trust of other party and the other party. Each party agrees that the obligations 's affiliates, officers, trustees/directors, members, employees and agents, from and against any claim, loss, liability, judgment, awards, settlements for which prior approval of the other indemnifying party pursuant is obtained, damages, deficiency, penalty, cost or expense (including without limitation reasonable attorneys' fees and disbursements for external counsel) resulting from (i) the reckless disregard of the indemnifying party's obligations and duties h ereunder; (ii) willful misfeasance, bad faith or gross negligence on the part of the indemnifying party, its officers, trustees/directors, members, employees and agents with respect to this Agreement shall be limited solely or the Fund or (iii) the failure of the indemnifying party to disclose any material fact or the failure of the indemnifying party to correct any untrue tatement of a material fact whether such party and its assetsclaim, loss, liability, damages, deficiency, penalty, cost or expense was incurred or suffered directly or indirectly. (d) Adviser is liable to, and neither party shall seek satisfaction of indemnify, the Fund and the Trust for any such obligation from the shareholders, trustees, officers, employees or agents acts and omissions of the other partySubadviser to the same extent the Adviser, or any under the terms of themthe Advisory Agreement, is liable to, and must indemnify the Fund and the Trust for the Adviser's acts and omissions. (e) The indemnification provisions in Section 10 of the Agreement shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. (a) FASC Portfolio Manager shall not be responsible liable for any error of judgment or mistake of law or for any loss suffered by the Advisor or any Account Trust in connection with the matters to which this Agreement relatesrelates 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 except a loss resulting directly from willful malfeasancemisfeasance, bad faith or gross negligence on its the part of Portfolio Manager in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. (b) The Adviser shall indemnify FASC and shall hold FASC harmless from and against any liability Notwithstanding the foregoing, Portfolio Manager expressly agrees that the Trust may rely upon written information provided by Portfolio Manager to any Account or to any other person which may incurred by or asserted against FASC for any action taken or omitted by it the Trust (including, without limitation, information contained in performing the Services Portfolio Manager's then current Form ADV) in accordance with Section 9 of the above standards, Agreement or otherwise in preparing the Trust's registration statement and any expenses 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 (including "SEC Filings"). Portfolio Manager agrees to indemnify and hold harmless the reasonable fees Trust and expenses each of its counsel) which may be Trustees, officers and employees from any claims, liabilities and expenses, including reasonable attorneys' fees, incurred by FASC in investigating or defending itself against the assertion as a result of any untrue statement or alleged untrue statement of a material fact made by Portfolio Manager in any such liability. FASC shall give prompt notice to written information and upon which the Adviser of the assertion of Trust relies in preparing any claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such noticeSEC Filing, or any delay omission or alleged omission to state in giving such noticewritten information a material fact necessary to make such statements not misleading ("material omission"). Portfolio Manager will not, shall not lessen the obligation of the Adviser however, be required to so indemnify FASC except any person under this Section 5 to the extent it results in actual prejudice. The Adviser shall have the option, that Portfolio Manager relied upon an untrue statement or material omission made by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense an officer or Trustee of the claim, and FASC shall cooperate with the Adviser Trust or where such untrue statement or material omission was made in such defense, subject reliance upon information furnished to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal Portfolio Manager in writing by such officer or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefrom. (c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other partyTrustee, or any of themby the Trust's custodian bank, administrator or accounting agent.

Limitation of Liability and Indemnification. (a) FASC The Sub-Adviser shall not be responsible liable for any error of judgment or mistake of law or for any loss suffered by the Advisor Fund, the Trust or any Account its shareholders or by Context Advisers in connection with the matters to which this Agreement relates, except a loss resulting from willful malfeasancemisfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Sub-Adviser acknowledges that the federal securities laws impose liabilities under certain circumstances on persons who have a fiduciary duty toward their clients and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which Context Advisers or the Trust may have under any federal securities laws. (b) The In no event will the Sub-Adviser shall indemnify FASC and shall hold FASC harmless from and against have any liability to any Account or to responsibility for any other person which may incurred by portfolio of the Trust or asserted against FASC for any action taken the acts or omitted by it in performing the Services in accordance with the above standards, and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion omissions of any such liability. FASC shall give prompt notice Other Sub-Adviser to the Adviser of Trust or Fund. In particular, the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudice. The Sub-Adviser shall have no responsibility for the option, by notice to FASC, to assume the defense Fund’s being in violation of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject applicable law or regulation or investment policy or restriction applicable to the obligation of the Adviser to reimburse FASC Fund as a whole or for the expenses resulting therefrom. In Fund’s failing to qualify as a regulated investment company under the event Adviser gives notice that it will assume Code unless such violation was due to the defense of any claim, Sub-Advisers failure to comply with written guidelines adopted by the Adviser shall not be obligated Board or Context Advisers and provided to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefromSub-Adviser. (c) The Adviser and FASC are each hereby expressly put on notice Trustees of the limitation of liability set forth in Trust and the Declaration of Trust shareholders of the other party. Each party agrees that the Fund shall not be personally liable for any obligations of the other Trust or of the Fund under this Agreement, and the Sub-Adviser agrees that, in asserting any rights or claims under this Agreement, it shall look only to the assets and property of the Trust or the Fund to which the Sub-Adviser’s rights or claims relate in settlement of such rights or claims, and not to the Trustees of the Trust or the shareholders of the Fund. (d) The parties hereto acknowledge and agree that the Trust is a third-party beneficiary as to the covenants, obligations, representations and warranties undertaken by the Sub-Adviser under this Agreement and as to the rights and privileges to which Context Advisers is entitled pursuant to this Agreement Agreement, and that the Trust is entitled to all of the rights and privileges associated with such third-party-beneficiary status. (e) Context Advisers, not the Fund, shall indemnify and hold harmless the Sub-Adviser against any losses actually incurred by the Sub-Adviser and caused solely by errors in the valuations produced, or provided, by SS&C GlobeOp and any successor and assigns , including any losses resulting from collateral amounts requested or wire instructions made in good faith based on such erroneous valuations; provided, however, that nothing herein shall make Context Advisers responsible to Sub-Advisor for any indirect, special, or consequential damages. Nothing in this section shall be limited solely to such party and its assets, and neither party shall seek satisfaction deemed a limitation or waiver of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, duty that may not by law be limited or any of themwaived.

Limitation of Liability and Indemnification. (a) FASC The Sub-Adviser shall not be responsible liable for any error of judgment or mistake of law or for any loss suffered by the Advisor Portfolio or any Account the Adviser in connection with performance of the matters to which Sub-Adviser’s obligations under this Agreement relatesAgreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services, or a loss resulting from willful malfeasancemisfeasance, bad faith or gross negligence on its the Sub-Adviser’s part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Sub-Adviser shall indemnify and hold harmless the Adviser, and any person or entity that controls the Adviser, from and against any and all claims, losses, liabilities, or damages (including attorney’s fees and related expenses) incurred by the Adviser or the Fund, and amounts paid in satisfaction of judgments or in a compromise or settlement, arising from or in connection with the performance or non-performance by the Sub-Adviser of its duties under this Agreement which gives rise to liability as provided in the preceding sentence. Not withstanding the foregoing, the Sub-Adviser shall indemnify and hold harmless the Adviser, and any person or entity that controls the Adviser, from and against any and all claims, losses, liabilities or damages (including attorney’s fees and related expenses) incurred by the Adviser or the Fund, and amounts paid in satisfaction of judgments or in a compromise settlement , arising from or in connection with the Sub-Adviser’s breach of its warranties in section 2 of this Agreement. The Adviser shall be entitled to advances from the Sub-Adviser for payment of the reasonable expenses incurred by it in connection with investigation and defending any matter as to which it seeks indemnification. This provision shall survive the termination of the Agreement. (b) The Adviser shall should indemnify FASC and shall hold FASC harmless the Sub-Adviser, and any person or entity that controls the Sub-Adviser from and against any liability to any Account and all claims, losses, liabilities or to any other person which may damages (including attorney’s fees and related expenses) incurred by the Sub-Adviser, and amounts paid in satisfaction of judgments or asserted against FASC for in a compromise or settlement, arising from or in connection with the (i) the Adviser’s breach, or alleged breach, of its warranties in section 2 of this Agreement, (ii) the issue, sale or distribution of the Fund’s shares, (iii) any action taken or omitted to be taken by the Sub-Adviser with consent of, pursuant to the instructions given by, or in reliance on information provided by the Adviser, (iv) any action taken or omitted to be taken by the Adviser or the Fund or any other service provider to the Fund or the Portfolio, (v) any action taken or omitted to be taken by the Fund’s custodian or administration (A) without or contrary to instructions of given by the Sub-Adviser, (B) with the consent of or pursuant to instructions given by the Adviser or the Fund, or (C) pursuant to instructions given to the Sub-Adviser that would not give rise to liability for the Sub-Adviser under paragraph (a) of this section 5. The Sub-Adviser shall be entitles to advances from the Adviser for payment of the reasonable expenses incurred by it in performing the Services in accordance connection with the above standards, investigating and defending any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice matter as to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with seeks indemnification. This provision shall survive the prior written consent termination of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefromthis agreement. (c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of them.

Limitation of Liability and Indemnification. (a) FASC shall The Trustee is not be responsible or liable for any error action or omission on the part of judgment or mistake of law or for any loss suffered by other fiduciary to the Advisor or any Account in connection with the matters to which this Agreement relatesParticipating Trust, except as otherwise required by applicable law. Further, the Trustee does not assume liability for failure of a loss resulting from willful malfeasanceParticipating Trust's bank or other financial institution to accurately execute transactions. To the fullest extent permitted by applicable law, bad the Trustee will be indemnified out of assets of the Trust for expenses, costs, and damages it may incur by reason of any act taken or not taken in good faith or gross negligence on its part and in the performance exercise of its duties reasonable care, including reasonable expenses of defending any action brought with respect to any action so taken or from reckless disregard by it of its obligations and duties under this Agreementomitted. (b) The Adviser shall Participating Trust hereby agrees to indemnify FASC and shall hold FASC harmless from and the Trustee against any liability liability, claim, or expenses arising from (a) the Trustee's reliance on any direction, instruction, or other notice given to the Trustee by the Authorized Representative on the Participating Trust's behalf unless the Trustee has received express written notice from the Participating Trust that the authorization described in Section 4 is no longer effective, (b) any Account breach of any representation, warranty or to provision of this Participation Agreement by the Participating Trust, or (c) any other person which may incurred by or asserted against FASC for any action act taken or omitted by it the Trustee in performing good faith and in the Services absence of negligence or willful misfeasance in accordance with the above standardswith, and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice due to the Adviser of the assertion of absence of, proper directions by any claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefromauthorized person. (c) The Adviser Notwithstanding any provisions in this Agreement to the contrary, it is agreed and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees understood that the obligations State of the other party pursuant Connecticut shall not be construed to have waived any rights or defense of sovereign immunity which it may have with respect to all matters arising out of this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of themAgreement.

Limitation of Liability and Indemnification. (a) FASC 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 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 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 responsible 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. Specifically, the Subadviser shall not be liable to the Adviser, the Trust or the Fund for any error of judgment or mistake of law or for any loss suffered by law, subject to the Advisor or any Account in connection with limitations of Section 17(j) of the matters to which this Agreement relates1940 Act. Nothing herein, except however, shall derogate from the Subadviser’s obligations under federal and state securities laws. Subadviser will maintain a loss resulting from reasonable amount of fidelity bond insurance coverage and shall provide evidence of such coverage upon request of Adviser. (b) In the absence of (i) willful malfeasancemisfeasance, bad faith or gross negligence on the part of the Adviser or reckless disregard of its part duties, (u) the failure of the Adviser to disclose in the performance Prospectus or any filing made with the SEC with respect to the Trust, the Fund or the Adviser any material fact; (iii) the failure by the Adviser to correct any untrue statement of its duties a material fact contained in the Prospectus or from any other filing made with the SEC regarding the Trust, the Fund or the Adviser; or (iv) the reckless disregard by it the Adviser of its obligations and duties under this Agreement. (b) The , Adviser shall indemnify FASC and shall hold FASC harmless from and against not be subject to any liability to any Account or to any other person which may incurred by or asserted against FASC Subadviser for any action taken act or omitted by it omission in performing the Services course of or in accordance connection with the above standards, Adviser’s carrying out its duties and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification obligations under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudiceAgreement. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claimSpecifically, the Adviser shall not be obligated liable to indemnify FASC the Subadviser for any further legal error of judgment or other expenses incurred in investigating or defending such claimmistake of law. Nothing herein, except those incurred at however, shall derogate from the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim Adviser’s obligations under federal and will indemnify FASC for any liability resulting therefromstate securities laws. (c) The Subadviser and Adviser shall each defend, indemnify and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of hold harmless the other party pursuant and the other parry’s affiliates, officers, trustees/directors, members, employees and agents, from and against any claim, loss, liability, judgment, awards, settlements for which prior approval of the indemnifying party is obtained, damages, deficiency, penalty, cost or expense (including without limitation reasonable attorneys’ fees and disbursements for external counsel) resulting from (i) the reckless disregard of the indemnifying party’s obligations and duties hereunder; (ii) willful misfeasance, bad faith or gross negligence on the part of the indemnifying party, its officers, trustees/directors, members, employees and agents with respect to this Agreement shall be limited solely or the Fund or (iii) the failure of the indemnifying party to disclose any material fact or the failure of the indemnifying party to correct any untrue statement of a material fact whether such party and its assetsclaim, loss, liability, damages, deficiency, penalty, cost or expense was incurred or suffered directly or indirectly. (d) Adviser is liable to, and neither party shall seek satisfaction of indemnify, the Fund and the Trust for any such obligation from the shareholders, trustees, officers, employees or agents acts and omissions of the other partySubadviser to the same extent the Adviser, or any under the terms of themthe Advisory Agreement, is liable to, and must indemnify the Fund and the Trust for the Adviser’s acts and omissions. (e) The indemnification provisions in Section 10 of the Agreement shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. (a) FASC The Sub-Adviser shall not be responsible liable for any error of judgment or mistake of law judgement or for any loss suffered by the Advisor Fund, Portfolio or any Account the Adviser in connection with performance of the matters to which Sub-Adviser's obligations under this Agreement relatesAgreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services, or a loss resulting from willful malfeasancemisfeasance, bad faith or gross negligence on its the Sub-Adviser's part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. The Sub-Adviser shall indemnify and hold harmless the Adviser, and any person or entity that controls the Adviser, from and against any and all claims, losses, liabilities or damages (including attorney's fees and related expenses) incurred by the Adviser or the Fund, and amounts paid in satisfaction of judgments or in a compromise or settlement, arising from or in connection with the performance or non-performance by the Sub-Adviser of its duties under this Agreement which gives rise to liability as provided in the preceding sentence. Notwithstanding the foregoing, the Sub-Adviser shall indemnify and hold harmless the Adviser, and any person or entity that controls the Adviser, from and against any and all claims, losses, liabilities or damages (including attorney's fees and related expenses) incurred by the Adviser or the Fund, and amounts paid in satisfaction of judgments or in a compromise or settlement, arising from or in connection with the Sub-Adviser's breach of its warranties in section 2 of this Agreement. The Adviser shall be entitled to advances from the Sub-Adviser for payment for the reasonable expenses incurred by it in connection with investigating and defending any matter as to which it seeks indemnification. This provision shall survive the termination of the Agreement. (b) The Adviser shall indemnify FASC and shall hold FASC harmless the Sub-Adviser, and any person or entity that controls the Sub-Adviser, from and against any liability to any Account and all claims, losses, liabilities or to any other person which may damages (including attorney's fees and related expenses) incurred by the Sub-Adviser, and amounts paid in satisfaction of judgments or asserted against FASC for in a compromise or settlement, arising from or in connection with the (i) the Adviser's breach, or alleged breach, of its warranties in section 2 of this Agreement, (ii) the issue, sale or distribution of the Fund's shares, (iii) any action taken or omitted to be taken by the Sub-Adviser with the consent of, pursuant to the instructions given by, or in reliance on information provided by the Adviser, (iv) any action taken or omitted to be taken by the Adviser or the Fund or any other service provider to the Fund or Portfolio, (v) any action taken or omitted to be taken by the Fund's custodian or administration (A) without or contrary to instructions given by the Sub-Adviser, (B) with the consent of or pursuant to instructions given by the Adviser or the Fund, or (C) pursuant to instructions given by the Sub-Adviser that would not give rise to liability for the Sub-Adviser under paragraph (a) of this section 5. The Sub-Adviser shall be entitled to advances from the Adviser for payment of the reasonable expenses incurred by it in performing the Services in accordance connection with the above standards, investigating and defending any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice matter as to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with seeks indemnification. This provision shall survive the prior written consent termination of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefromthis Agreement. (c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of them.

Limitation of Liability and Indemnification. (a) FASC 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 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 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 responsible 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. Specifically, the Subadviser shall not be liable to the Adviser, the Trust or the Fund for any error of judgment or mistake of law or for any loss suffered by law, subject to the Advisor or any Account in connection with limitations of Section 17(j) of the matters to which this Agreement relates1940 Act. Nothing herein, except however, shall derogate from the Subadviser's obligations under federal and state securities laws. Subadviser will maintain a loss resulting from reasonable amount of fidelity bond insurance coverage and shall provide evidence of such coverage upon request of Adviser. (b) In the absence of (i) willful malfeasancemisfeasance, bad faith or gross negligence on the part of the Adviser or reckless disregard of its part duties, (ii) the failure of the Adviser to disclose in the performance Prospectus or any filing made with the SEC with respect to the Trust, the Fund or the Adviser any material fact; (iii) the failure by the Adviser to correct any untrue statement of its duties a material fact contained in the Prospectus or from any other filing made with the SEC regarding the Trust, the Fund or the Adviser; or (iv) the reckless disregard by it the Adviser of its obligations and duties under this Agreement. (b) The , Adviser shall indemnify FASC and shall hold FASC harmless from and against not be subject to any liability to any Account or to any other person which may incurred by or asserted against FASC Subadviser for any action taken act or omitted by it omission in performing the Services course of or in accordance connection with the above standards, Adviser's carrying out its duties and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification obligations under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudiceAgreement. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claimSpecifically, the Adviser shall not be obligated liable to indemnify FASC the Subadviser for any further legal error of judgment or other expenses incurred in investigating or defending such claimmistake of law. Nothing herein, except those incurred at however, shall derogate from the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim Adviser's obligations under federal and will indemnify FASC for any liability resulting therefromstate securities laws. (c) The Subadviser and Adviser shall each defend, indemnify and FASC are each hereby expressly put on notice of hold harmless the limitation of liability set forth in the Declaration of Trust of other party and the other party. Each party agrees that the obligations 's affiliates, officers, trustees/directors, members, employees and agents, from and against any claim, loss, liability, judgment, awards, settlements for which prior approval of the other indemnifying party pursuant is obtained, damages, deficiency, penalty, cost or expense (including without limitation reasonable attorneys' fees and disbur sements for external counsel) resulting from (i) the reckless disregard of the indemnifying party's obligations and duties hereunder; (ii) willful misfeasance, bad faith or gross negligence on the part of the indemnifying party, its officers, trustees/directors, members, employees and agents with respect to this Agreement shall be limited solely or the Fund or (iii) the failure of the indemnifying party to disclose any material fact or the failure of the indemnifying party to correct any untrue statement of a material fact whether such party and its assetsclaim, loss, liability, damages, deficiency, penalty, cost or expense was incurred or suffered directly or indirectly. (d) Adviser is liable to, and neither party shall seek satisfaction of indemnify, the Fund and the Trust for any such obligation from the shareholders, trustees, officers, employees or agents acts and omissions of the other partySubadviser to the same extent the Adviser, or any under the terms of themthe Advisory Agreement, is liable to, and must indemnify the Fund and the Trust for the Adviser's acts and omissions. (e) The indemnification provisions in Section 10 of the Agreement shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. (a) FASC The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 13, shall have no responsibility for the actions or activities of any other party, including other service providers. 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 responsible 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 suffered by the Advisor or any Account in connection with the matters to which this Agreement relates, except a loss damage resulting from the performance or nonperformance of its duties hereunder except to the extent arising directly from the failure to exercise the standard of care set out in this Section 8 or the bad faith, negligence or willful malfeasancemisconduct of the Administrator, bad faith its agents, officers or gross negligence on employees. Except as may arise from the Administrator’s failure to exercise its part standard of care, the Administrator shall not be responsible or liable for any failure or delay in the performance of its duties obligations under this Agreement arising out of or from reckless disregard caused, directly or indirectly, by it 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 Trust, take reasonable steps to minimize service interruptions in the event of its obligations equipment failure, work stoppage, governmental action, communication disruption or other impossibility of performance beyond the Administrator’s control. The Administrator shall enter into and duties shall maintain in effect at all times during the term of this Agreement with appropriate parties one or more agreements making reasonable provision, at a level the Administrator believes consistent with other similarly situated providers of fund administration services, for (i) periodic back-up of the computer files and data with respect to the Trust and (ii) emergency use of electronic data processing equipment to provide services under this Agreement. (b) . 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. The Adviser Trust agrees and understands that Digital Assets are new forms of assets, that the law regarding their ownership, taxation, custody, and transfer is developing and uncertain, and that such assets pose certain risks that are not present in the case of more traditional asset classes; and the Trust further agrees and understands that the Administrator will have no liability or responsibility for any obligations now or hereafter imposed on the Trust or the Sponsor or State Street as administrative agent to the Trust as a result of changes in the tax or other applicable law as they apply to Digital Assets. The Administrator shall indemnify FASC and shall hold FASC harmless from and against any liability have no obligation to provide services under this Agreement with respect to any Account new asset class or asset types, including Digital Assets, unless such assets have been previously approved in writing by the Administrator, which writing in the case of Digital Assets must include specific reference to any other person which may incurred by or asserted against FASC such assets on Schedule A hereto. The Administrator shall have no liability for any action taken loss, liability, claim or omitted expense related to the servicing of any asset class or asset type acquired by it in performing the Services in accordance with the above standardsTrust, and any expenses (including the reasonable fees and expenses failure or refusal of its counsel) which may be incurred by FASC the Administrator to account for or incorporate such assets as part of the services provided hereunder, unless the Administrator has expressly approved in investigating writing the servicing of such asset class or defending itself against the assertion of any such liabilityasset type in advance. FASC shall give prompt notice Notwithstanding anything contained herein to the Adviser of the assertion of contrary, neither party shall be liable for any claim indirect, special or liability which is reasonably likely to result in a claim for indemnification under this Sectionconsequential damages; provided that the failure to give such notice, or any delay in giving such notice, foregoing limitation shall not lessen the obligation apply with respect to damages or claims arising out of the Adviser or relating to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal party’s fraud or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefromwillful misconduct. (c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of them.