Common use of Limitation of Liability; Indemnification Clause in Contracts

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Series.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties, the Trust or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to the NB Parties, Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard or material breach of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all direct and actual losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. In no event shall Sub-Adviser be liable for or indemnify for any losses, claims, damages, liabilities or litigation incurred by reason of any act or omission of the Manager, the Trust, the Trustees, any broker or the Custodian. The Sub-Adviser shall not be liable to the Manager its NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerNB Parties, including, but not limited to, a failure of the Manager NB Parties to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager NB Parties shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager NB Parties or the Series. In no event will the parties be liable for or indemnify for any indirect, consequential or special damages.

Limitation of Liability; Indemnification. Neither (a) The Administrator or PIM may, with respect to questions of law, apply for and obtain the Sub-Adviser nor any directoradvice and opinion of legal counsel, officer and with respect to the application of generally accepted accounting principles or employee Federal Tax accounting principles, apply for and obtain the advice and opinion of accounting experts, at the reasonable expense of the Sub-Adviser performing services Trust. The Administrator shall obtain prior permission of the Trust or PIM before obtaining the advice and opinion of legal or accounting experts at the expense of the Trust, and shall not use any counsel or accounting experts to which the Trust or PIM shall reasonably object. The Administrator and PIM shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with this paragraph. (b) The Administrator shall not be liable to the Trust or PIM, nor shall PIM be liable to the Administrator or the Trust, for any action taken or omitted to be taken by the Series Administrator or PIM, as the case may be, in connection with the Sub-Adviser’s discharge performance of its any of their respective duties or obligations hereunder under this Agreement, and Trust shall be liable for any error indemnify the Administrator and PIM and hold each of judgment or mistake of law or for any loss suffered them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Manager Administrator or a Series PIM, as the case may be, in or by reason of any pending, threatened or contemplated action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator or PIM, as the case may be, in connection with the performance of any matter to which of their respective duties or obligations under this Agreement relatesAgreement; provided, however, that nothing contained herein contained shall protect or be construed deemed to protect the Sub-Adviser Administrator or any director, officer, agent PIM against or employee entitle or be deemed to entitle the Administrator or PIM to indemnification in respect of the Sub-Adviser against any liability to the Administrator, PIM, the Trust or a Series or its shareholders security holders to which the Sub-Adviser Administrator or PIM, as the case may be, would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, faith or gross negligence in the performance of hisits duties, her or its duties or by reason of his, her or its reckless disregard of obligation its duties and duties obligations under this Agreement. The Sub-Adviser Such expenses shall be paid by the Trust in advance of the final disposition of such matter upon invoice by the Administrator or PIM, as the case may be, and receipt by the Trust of an undertaking from the Administrator or PIM, as the case may be, to repay such amounts if it shall ultimately be established that the Administrator is not be liable entitled to payment of such expenses hereunder. (c) As used in this Paragraph 3, the Manager its term "Administrator" shall include any affiliates of the Administrator performing services for the Trust contemplated hereby, and trustees, officers, directorsagents and employees of the Administrator or such affiliates. As used in this Paragraph 3, agents, employees, controlling persons or shareholders or to the term "PIM" shall include any affiliates of PIM perform services for the Trust contemplated hereby, and Trustees, offices, agents and employees of PIM or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Seriesaffiliate.

Limitation of Liability; Indemnification. (a) Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion Series or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. . (b) The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that the Sub-Adviser shall be responsible for and shall indemnify the NB Indemnities for losses arising out of or resulting from a “Trade Error” (as defined in the compliance manual of the Fund, as the same may be amended from time to time) caused by the negligent action or negligent omission of the Sub-Adviser. It is acknowledged and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. In no case is shall the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. . (c) The Sub-Adviser shall not be liable to the Manager or its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager it or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. . (d) The Manager agrees to indemnify and Sub-Adviser each agree that hold harmless the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) its affiliates and (b) each of Section 1 of this Sub-Advisory Agreement (includingtheir directors, but not limited toofficers, the investment objectives, policies agents and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such directors, officers, agents or employees are subject, arising from the conduct Manager’s willful misfeasance, bad faith, or gross negligence in the performance of Manager’s duties, or by reason of the Manager or the SeriesManager’s reckless disregard of its obligations and duties under this Agreement.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder A. NexTier shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter the matters to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or except for a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of loss resulting from N▇▇▇▇▇▇'s willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its from reckless disregard by it of obligation its obligations and duties under this Agreement. The Sub-Adviser Furthermore, NexTier shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts action taken or omitted to be taken in accordance with or in reliance upon written or oral instructions, advice, data, documents or information (without investigation or verification) received by NexTier from or on behalf of the Manager Fund or any other subadviser to the Series with respect to the portion an officer or representative of the assets Fund, or from a representative of Series not managed by Sub-Adviser and any of the Service Providers or (ii) acts of any action taken or omission by the Sub-Adviser which result from Fund or are based upon acts of any past or current Service Provider. NexTier may apply to the ManagerFund at any time for instructions and may consult counsel for the Fund, includingor its own counsel, but not limited to, a failure of the Manager to provide accurate and current information with accountants and other experts with respect to any matter arising in connection with its duties hereunder, and NexTier shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction, or with the opinion of such counsel, accountants, or other experts. B. The Fund agrees to indemnify and hold harmless NexTier, its employees, agents, officers, directors, affiliates and nominees (collectively, the "NexTier Indemnified Parties") from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character (a "Claim") which may be asserted against or incurred by any NexTier Indemnified Party or for which any NexTier Indemnified Party may be held liable arising out of or in any way relating to (i) NexTier's actions or omissions except to the extent a Claim resulted from NexTier's willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder; (ii) NexTier's reliance on, implementation of or use of (without investigation or verification) advice, instructions, requests, directions, information, data, records maintained and documents received by Manager NexTier from the Fund or any other subadviser Service Provider, or any representative thereof, (iii) any breach of any of the Fund's obligations, representations or warranties hereunder, or (iv) any action taken by, or omission of, the Fund or any past or current Service Provider. The NexTier Indemnified Parties shall promptly notify the Fund of any matter which could give rise to the SeriesFund’s indemnification obligations hereunder. The Fund may, at its option, assume the defense of the applicable NexTier Indemnified Party with respect to any claim for which records are not also maintained the NexTier Indemnified Party would be entitled to indemnification hereunder within 30 days after the Fund’s receipt of an indemnification notice by the Sub-Adviser orNexTier Indemnified Party. C. The Fund shall, to the fullest extent such records relate permitted by applicable law, indemnify the natural person designated as Chief Compliance Officer to the portion extent named as a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the assets managed Fund or other entity) by reason of the Sub-Adviserfact that such person serves or served as Chief Compliance Officer hereunder, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement against expenses (including, but not limited to, the investment objectivesattorneys fees and costs), policies and restrictions applicable to the Series and qualifications of the Series as judgments, fines (including excise taxes assessed on a regulated investment company under the Code) only person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, no indemnification shall be provided if a final unappealable judgment or award establishes that such person engaged in gross negligence, intentional misconduct or a transaction from which such person derived an improper personal benefit. Expenses incurred by the Allocated PortionCCO in defending a threatened, pending or completed civil or criminal action, suit or proceeding shall be paid by the Fund in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Fund. The Manager CCO shall indemnify promptly notify the Sub-Adviser from Fund of any matter which could give rise to the Fund’s indemnification obligations hereunder. The Fund may, at its option, assume the defense of the CCO with respect to any claim for which the CCO would be entitled to indemnification hereunder within 30 days after the Fund’s receipt of an indemnification notice by the CCO. D. In no event and all lossesunder no circumstances shall either party, claimsits affiliates or any of its or their officers, damagesdirectors, members, agents or employees, be liable to anyone, including, without limitation, the other party, under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, indirect or consequential damages for any act or failure to act under any provision of this Agreement regardless of whether such damages were foreseeable and even if advised of the possibility thereof. The indemnity and defense provisions set forth in this Section shall indefinitely survive the termination and/or assignment of this Agreement. E. Notwithstanding any other provision of this agreement, NexTier's liabilities under this Agreement, whether under contract law, tort law, warranty or litigation otherwise shall be limited to direct damages not to exceed the amounts actually received by NexTier under this agreement during the 24 months prior to the date of the action giving rise to the claim; provided, that such limitation of liability shall not be applicable to any damages (including reasonable legal and other expensesa) covered by NexTier’s insurance, or (b) arising from the conduct NexTier’s gross negligence or willful misconduct. F. Any person, even though also a director, officer, employee, shareholder or agent of NexTier, who may be or become an officer, Trustee, employee or agent of the Manager Fund, when rendering services to the Fund or acting on any business of the SeriesFund, shall be indemnified as an officer of the Fund to the fullest extent permitted by law.

Limitation of Liability; Indemnification. Neither the Sub-Adviser Agent nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder officers, directors, employees, attorneys, agents or Affiliates shall be liable for any action taken or omitted to be taken by it or them hereunder in good faith and believed by it or them to be within the discretion or power conferred to it or them by the Loan Documents or be responsible for the consequences of any error of judgment judgment, except for its or mistake their own gross negligence or willful misconduct. Agent shall not be compelled to do any act hereunder or to take any action towards the execution or enforcement of law the powers hereby created or to prosecute or defend any suit in respect hereof, unless indemnified to its satisfaction against loss, cost, liability and expense. Agent shall not be responsible in any manner to any Lender for the effectiveness, enforceability, genuineness, validity or due execution of any of the Loan Documents, or for any loss suffered by the Manager representation, warranty, document, certificate, report or a Series statement made herein or furnished in connection with any matter Loan Documents, or be under any obligation to which this Agreement relates; provided, that nothing herein contained shall be construed any Lender to protect ascertain or to inquire as to the Sub-Adviser performance or observation of any director, officer, agent or employee of the Sub-Adviser against terms, covenants or conditions of any liability to Trust or a Series or its shareholders to which Loan Documents on the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance part of the Sub-Adviser’s dutiesBorrower. THE LENDERS AGREE TO INDEMNIFY AGENT (TO THE EXTENT NOT REIMBURSED UNDER SECTION 17.2, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this AgreementBUT WITHOUT LIMITING THE OBLIGATIONS OF THE LOAN PARTIES UNDER SUCH SECTION) RATABLY IN ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS, FOR ANY AND ALL LIABILITIES, or OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES (iiINCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) any untrue statement of a material fact contained in the Prospectus and SAIOR DISBURSEMENTS OF ANY KIND AND NATURE WHATSOEVER THAT MAY BE IMPOSED ON, Registration StatementINCURRED BY OR ASSERTED AGAINST AGENT (INCLUDING BY ANY LENDER) IN ANY WAY RELATING TO OR ARISING OUT OF ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY OR ANY ACTION TAKEN OR OMITTED BY AGENT UNDER ANY LOAN DOCUMENT (INCLUDING ANY OF THE FOREGOING ARISING FROM THE NEGLIGENCE OF AGENT); PROVIDED THAT NO LENDER SHALL BE LIABLE FOR ANY OF THE FOREGOING TO THE EXTENT THEY ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED. WITHOUT LIMITATION OF THE FOREGOING, proxy materialsEACH LENDER AGREES TO REIMBURSE AGENT PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF ANY COSTS OR EXPENSES PAYABLE BY THE LOAN PARTIES UNDER SECTION 17.2, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use thereinTO THE EXTENT THAT AGENT IS NOT PROMPTLY LOAN AND SECURITY AGREEMENT - Page 131 REIMBURSED FOR SUCH COSTS AND EXPENSES BY ANY LOAN PARTY. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesTHE AGREEMENTS CONTAINED IN THIS SECTION SHALL SURVIVE PAYMENT IN FULL OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS AGREEMENT.

Limitation of Liability; Indemnification. Neither (a) Each Party acknowledges and agrees that the Sub-Adviser nor any director, officer or employee obligations of the Sub-Adviser performing services for other Party hereunder are exclusively the Series in connection with the Sub-Adviserobligations of such other Party and are not guaranteed directly or indirectly by such other Party’s discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; providedshareholders, that nothing herein contained shall be construed to protect the Sub-Adviser members, managers, officers, directors, agents or any other person. Except as otherwise specifically set forth in the Master Transaction Agreement, and subject to the terms of this Agreement, each Party will look only to the other Party and not to any manager, director, officer, employee or agent for satisfaction of any claims, demands or employee causes of action for damages, injuries or losses sustained by any Party as a result of the Sub-Adviser against other Party’s action or inaction. (b) Notwithstanding (A) the Provider’s agreement to perform the Services in accordance with the provisions hereof, or (B) any term or provision of the Schedules to the contrary, the Recipient acknowledges that performance by the Provider of the Services pursuant to this Agreement will not subject the Provider, any of its Affiliates or their respective members, shareholders, managers, directors, officers, employees or agents to any liability whatsoever, except as directly caused by the gross negligence or willful misconduct on the part of the Provider or any of its members, shareholders, managers, directors, officers, employees and agents; provided, however, that the Provider’s liability as a result of such gross negligence or willful misconduct will be limited to Trust or a Series or its shareholders an amount not to which exceed the Sub-Adviser would otherwise be subject by reason lesser of (i) the Sub-Adviser’s willful misfeasanceprice paid for the particular Service, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) the Recipient’s or its Affiliate’s cost of performing the Service itself during the remainder of the applicable Service Period or (iii) the Recipient’s cost of obtaining the Service from a third party during the remainder of the applicable Service Period; provided further that the Recipient and its Affiliates will exercise their commercially reasonable efforts to minimize the cost of any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining such alternatives to the Allocated Portion or Services by selecting the Sub-Adviser or most cost effective alternatives which provide the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee functional equivalent of the SubServices replaced. (c) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY THE OTHER PARTY OR ITS AFFILIATES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT EITHER PARTY OR ITS RESPECTIVE AFFILIATES IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A THIRD PARTY WHO IS NOT AN AFFILIATE OF EITHER PARTY, IN EACH CASE IN CONNECTION WITH A THIRD-Adviser for use therein. PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES OF THE INDEMNIFIED PARTY AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS SECTION 5.3(c). (d) The Sub-Adviser Recipient agrees to indemnify and hold harmless the Trust Provider, the Provider or its Affiliates and the Manager and its affiliates and each of their respective members, shareholders, managers, directors, officers, employees and agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager claims or any other subadviser to the Seriesliabilities (including reasonable attorneys’ fees) (“Claims”), which records are may be asserted or imposed against the Provider or such persons by a third party who is not also maintained an affiliate of either Party, as a result of (A) the provision of the Services pursuant to this Agreement, or (B) the material breach by the SubRecipient of a third-Adviser or, to the extent party agreement that causes or constitutes a material breach of such records relate to the portion of the assets managed agreement by the Sub-AdviserProvider, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections except (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to both of the Allocated Portionforegoing) for any claims which are directly caused by the gross negligence or willful misconduct of the Provider or such persons. The Manager Each Party as indemnitee (“Indemnitee”) will give the other Party as indemnitor (“Indemnitor”) prompt written notice of any Claims. If Indemnitor does not notify Indemnitee within a reasonable period after Indemnitor’s receipt of notice of any Claim that Indemnitor is assuming the defense of Indemnitee, then until such defense is assumed by Indemnitor, Indemnitee shall indemnify have the Sub-Adviser from any right to defend, contest, settle or compromise such Claim in the exercise of its reasonable judgment and all lossescosts and expenses of such defense, claimscontest, damages, liabilities settlement or litigation compromise (including reasonable legal outside attorneys’ fees and other expenses) arising from the conduct will be reimbursed to Indemnitee by Indemnitor. Upon assumption of the Manager defense of any such Claim, Indemnitor will, at its own cost and expense, select legal counsel, conduct and control the defense and settlement of any suit or action which is covered by Indemnitor’s indemnity. Indemnitee shall render all cooperation and assistance reasonably requested by the SeriesIndemnitor and Indemnitor will keep Indemnitee fully apprised of the status of any Claim. Notwithstanding the foregoing, Indemnitee may, at its election and sole expense, be represented in such action by separate counsel and Indemnitee may, at its election and sole expense, assume the defense of any such action, if Indemnitee hereby waives Indemnitor’s indemnity hereunder. Unless Indemnitee waives the indemnity hereunder, in no event shall Indemnitee, as part of the settlement of any claim or proceeding covered by this indemnity or otherwise, stipulate to, admit or acknowledge any liability or wrongdoing (whether in contract, tort or otherwise) of any issue which may be covered by this indemnity without the consent of the Indemnitor (such consent not to be unreasonably withheld or delayed).

Limitation of Liability; Indemnification. The Sub-Adviser is not, and shall not be, responsible for any operations of the Series or any direct or indirect subsidiary of the Series, (including, without limitation, any actions or omissions of the Board or of an NB Party or any broker, dealer, underwriter, administrator or other service provider to the Series or any direct or indirect subsidiary of the Series, except those actions or omissions that result from the Sub-Adviser's instructions or actions or omissions) except as expressly set forth in this Agreement. Neither the Sub-Adviser nor any partner (whether limited or general), director, officer controlling person, affiliated person, agent or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties, the Trust or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any partner (whether limited or general) director, officer, controlling person, affiliated person, agent or employee of the Sub-Adviser against any liability to the Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any partner (whether limited or general), director, officer, controlling person, affiliated person, agent or employee of the Sub-Adviser for use thereintherein Each NB Party acknowledges and agrees that the Sub-Adviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Allocated Portion or that the Allocated Portion or a Series will perform comparably with any standard or index or on an absolute basis, including other clients of Sub-Adviser, whether public or private. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons person against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation obligations and duties under this Agreementto the Trust or its Series. The Sub-Adviser shall not be liable to the Manager its NB Parties, their members, managers, officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser sub-adviser to the Series with respect to the portion of the assets of the Series not managed by the Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerNB Parties, including, but not limited to, a failure of the Manager NB Parties to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser sub-adviser to the Series, which records are not also required to be independently generated, prepared or maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager NB Parties shall indemnify and hold harmless the Sub-Adviser from and its affiliated persons and controlling persons and each of their respective members, partners (whether limited or general), shareholders, managers, directors, officers, agents and employees (collectively, the “Sub-Adviser Indemnified Parties”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or a Sub-Adviser Indemnified Party is subject, arising from or allegations involving the conduct or alleged conduct of the Manager or the Series.NB Parties

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any directorThe duties of SEI shall be confined to those expressly set forth herein, officer and no implied duties are assumed by or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder may be asserted against SEI hereunder. SEI shall not be liable for any error of judgment or mistake of law or for any loss suffered by arising out of any investment, or for any act or omission, including, without limitation, any act or omission in the Manager performance of its duties under this Agreement, except to the extent liability or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect loss from the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, faith or negligence in the performance of the Sub-Adviser’s dutiesSEI, or by reason of the Sub-Adviser’s SEI's reckless disregard of its obligations and duties under this AgreementAgreement (collectively, "SEI Disabling Conduct"). As used in this Article 8, the term "SEI" shall include SEI, its affiliates and their respective directors, officers and employees. SEI shall not be responsible for the Master Fund's compliance with its applicable investment policies, and any laws and regulations governing the manner in which the Master Fund's assets may be invested, and shall not be responsible for any liabilities or losses attributable to non-compliance with such investment policies, laws and regulations. UNDER NO CIRCUMSTANCES SHALL SEI OR THE FUND BE LIABLE FOR ANY SPECIAL, INDIRECT PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (iiINCLUDING LOST PROFITS, INCOME, SAVINGS, BUSINESS, OR GOODWILL) any untrue statement of a material fact contained in the Prospectus and SAIIN CONNECTION WITH ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT, Registration StatementREGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, proxy materialsTORT (INCLUDING NEGLIGENCE), reportsSTRICT LIABILITY, advertisementsBREACH OF WARRANTY, sales literatureOR ANY OTHER THEORY, or other materials pertaining EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (Collectively, "Consequential Damages"). Subject to the Allocated Portion or disclaimer of Consequential Damages set forth above in this Article 8, the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleadingMaster Fund assumes full responsibility for, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to and shall indemnify and hold SEI harmless the Trust from and the Manager against any and its affiliates all actions, suits, proceedings and each of their directorsclaims, officerswhether groundless or otherwise, agents and employees from and against any and all losses, claims, damages, costs, charges, judgments, reasonable counsel fees and disbursements, payments, expenses and liabilities or litigation (including reasonable legal and other investigation expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in ) ("Liabilities") arising out of (i) and any error of judgment of the Master Fund or SEI, any investment made by or on behalf of the Master Fund, or any act or omission of the Master Fund or SEI including, without limitation, any act or omission of SEI in the performance of its duties under this Agreement, except to the extent any such Liabilities result from any SEI Disabling Conduct, or (ii) the willful misfeasance, bad faith or negligence of the Master Fund. Notwithstanding anything in this Agreement to the contrary, for purposes of this Article 8, any Liability of SEI described in the preceding sentence that results from an arbitration award, judicial order, undisputed contractual obligation or a reasonable settlement by SEI, in each case, in connection with a claim by or dispute with a third party against SEI under an existing contractual obligation owing by SEI to such third party or under applicable law, rules or regulations, shall be deemed to be a direct damage (and, therefore, subject to the Master Fund's indemnification obligation under this Article 8) and shall not be considered Consequential Damages subject to disclaimer of Consequential Damages set forth above in this Article 8. Subject to the disclaimer of Consequential Damages set forth above in this Article 8, SEI assumes full responsibility for, and shall indemnify the Master Fund (including, for purposes of this paragraph, its affiliates and their respective directors, officers and employees) and hold them harmless from and against any and all actions, suits, proceedings and claims, whether groundless or otherwise, and from and against any and all Liabilities arising out of any SEI Disabling Conduct, including, without limitation, any error of judgment of SEI or any act or omission of SEI in the performance of its duties under this Agreement or otherwise, which, in each case, arise out of SEI Disabling Conduct. Notwithstanding anything in this Agreement to the contrary, for purposes of this Article 8, any Liability of the Master Fund described in the preceding sentence that results from an arbitration award, judicial order, undisputed contractual obligation or a reasonable settlement by the Master Fund, in each case, in connection with a claim by or dispute with a third party against the Master Fund under an existing contractual obligation owing by the Master Fund to such third party or under applicable law, rules or regulations, shall be deemed to be a direct damage (and, therefore, subject to SEI's indemnification obligation under this Article 8) and shall not be considered Consequential Damages subject to disclaimer of Consequential Damages set forth above in this Article 8. The indemnity and defense provisions set forth in this Agreement shall indefinitely survive the termination of this Agreement with respect to any event occurring during the Term of this Agreement. If a party hereto (an "Indemnifying Party") is asked to indemnify another party hereto (an "Indemnified Party") pursuant to this indemnification provision, the Indemnifying Party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Indemnifying Party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by such Indemnifying Party and satisfactory to the Indemnified Party, whose approval shall not be unreasonably withheld. In the event that the Indemnified Party elects to assume the defense of any suit and retain counsel, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If an Indemnifying Party does not elect to assume the defense of a suit, it will reimburse the Indemnified Party for the fees and expenses of any counsel retained by the Indemnified Party if otherwise required to do so under this Article 8. SEI may apply to the Master Fund at any time for instructions and may, with the prior consent of the Master Fund, which consent may not be unreasonably withheld, consult counsel for the Master Fund or its own counsel and with accountants and other experts, in each case with an expertise in the subject matter of such consultation, with respect to any matter arising in connection with SEI's duties, and SEI shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Nothing herein shall make SEI liable for the performance or omissions of unaffiliated third parties not under SEI's reasonable control that may be engaged by SEI to perform services that are necessary in order for SEI to provide Services, but are not specifically described as Services on Exhibit A including, without limitation, unaffiliated third party vendors not under SEI's reasonable control who provide pricing, printing, postal or delivery, securities pricing, telecommunications, data feed, processing and settlement services ("Third Party Vendors"); provided, however, that SEI shall remain liable for the acts and omissions of sub-contractors who are not Third Party Vendors as provided in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasanceArticle 2. In addition, bad faith, or gross negligence in nothing herein shall make SEI liable for the performance or omissions of hiscustodians, her investment advisers or its duties or by reason of his, her or its reckless disregard of obligation sub-advisers. SEI and duties the Master Fund shall have a duty to mitigate damages for which any other party is liable under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesArticle 8.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasancemisconduct, bad faith, or gross negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein, or, if not furnished to the Manager or the Trust by the Sub-Adviser, provided that the Sub-Adviser was given the opportunity to review such in advance Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials and provide comments within a reasonable time. The Sub-Adviser shall have no liability to the Trust or a Series or its shareholders and the indemnity set out in the following paragraph shall not apply if the relevant untrue statement material fact or omission was made on the basis of an inaccurate reproduction by the Manager or the Trust in the Prospectus, SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials of information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees (the "NB Indemnified Parties") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees relevant NB Indemnified Parties are subject, which are caused by Sub-Adviser’s 's disabling conduct as provided in (i) and (ii) of the above paragraph; The Sub-Adviser and the NB Parties acknowledge and agree that trade errors are errors of the Sub-Adviser in the communication or administration of trading and investment instructions in respect of the Allocated Portion ("Trade Errors"). The Sub-Adviser will be responsible and shall indemnify the NB Indemnified Parties for losses from Trade Errors caused directly by the Sub-Adviser's negligence. Notwithstanding the immediately preceding paragraph, in its determination of whether or not an error of communication or administration has occurred such that a position potentially constitutes a Trade Error, it shall be a matter of the Sub-Adviser's discretion, as a free standing investment judgment, whether or not to retain that position for the Allocated Portion, provided, however, that in no case Sub-Adviser's exercise of its investment discretion and its decision to retain such position would not violate applicable law or the investment policies, restrictions or investment guidelines of the Series. If a position is retained as a result of such judgment by the Sub-Adviser’s , any losses from such position will not be deemed to arise from a Trade Error and the preceding paragraph relating to Trade Errors will not therefore apply. In no case shall the Sub-Adviser's indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. In no event shall Sub-Adviser be liable or indemnify for any losses, claims, damages, liabilities or litigation incurred by reason of any act or omission of the NB Parties, the Trusts, the Board of Trustees or the Custodian. The Sub-Adviser shall not be liable to the Manager its NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerNB Parties, including, but not limited to, a failure of the Manager NB Parties to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties agree to indemnify and Sub-Adviser each agree that hold harmless the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) its affiliates and (b) each of Section 1 of this Sub-Advisory Agreement (includingtheir directors, but not limited toofficers, the investment objectives, policies agents and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such directors, officers, agents or employees are subject, arising from the conduct of the Manager NB Parties or the Series. After receipt by the NB Parties or Sub-Adviser or any party entitled to be indemnified under this Agreement (the "Indemnified Party") of notice of commencement of any action if a claim in respect thereof is to be made against any person obligated to provide indemnification pursuant to this Agreement (the "Indemnifying Party"), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this Agreement. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall not be borne by the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed to the retention of such counsel, or (ii) the named parties to any such proceedings (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party an representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party against any loss or liability by reason of such settlement or judgment to the extent provided by this Agreement.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee None of the Sub-Adviser Adviser, its affiliates or any of their directors, controlling persons, officers, agents, or employees performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to the Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact pertaining to the Allocated Portion or the Sub-Adviser which is contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials or the omission to state therein a material fact pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct acts or omissions as provided described in (i) and (ii) of the above immediately preceding paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerNB Parties, including, but not limited to, a failure of the Manager NB Parties to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall NB Parties agree to indemnify and hold harmless the Sub-Adviser from and its affiliates and each of their directors, controlling persons, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such directors, controlling persons, officers, agents or employees are subject, arising from the conduct of the Manager NB Parties or the Series; provided, however, that in no case is the NB Parties’ indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement.

Limitation of Liability; Indemnification. Neither (a) The Distributor retains the Sub-Adviser nor any director, officer or employee general rights and responsibilities associated with its employment of wholesalers and other personnel with day to day job responsibilities that are substantially dedicated to the activities (including wholesaling activities) to be performed on behalf of the SubAdviser and the Company (collectively, the “Distributor-Adviser performing services employed Distribution Services Personnel”). With respect to any individuals who are not employed by the Distributor, but who are registered by the Distributor on Form U-4 in order for the Series in connection such individuals (“non-Distributor-employed Distribution Services Personnel”, and together with the SubDistributor-Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment employed Distribution Services Personnel (whether or mistake of law not internal or for any loss suffered by external), collectively, the Manager or a Series in connection with any matter “Distribution Services Personnel”) to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee perform activities (including wholesaling activities) on behalf of the Sub-Adviser against and the Company, the Distributor shall have the following rights exercisable at any liability to Trust or a Series or time within its shareholders to which the Sub-Adviser would otherwise be subject by reason of sole discretion: (i) to terminate the Subregistration by filing Form U-5 or such other necessary and appropriate documents; (ii) to take disciplinary action, including, without limitation, making reports to regulatory bodies and authorities; (iii) to seek damages for actions taken or omissions of the non-Distributor-employed Distribution Services Personnel; (iv) to receive information (including, without limitation, reports and certifications) from the Adviser’s willful misfeasanceCode Compliance Officer and/or Chief Compliance Officer regarding the non-Distributor-employed Distribution Services Personnel’s compliance with the Adviser’s Code of Ethics; and (v) to receive periodic certification from the non-Distributor-employed Distribution Services Personnel regarding his or her compliance with the manuals and policies of the Distributor. In addition, bad faiththe Adviser shall provide the Distributor with, and the Distributor shall have the right to receive, copies of any reports, complaints, documents or negligence in inquiries relating to the performance of the Subnon-AdviserDistributor-employed Distribution Services Personnel, and any information that would affect the non-Distributor-employed Distribution Services Personnel’s dutiesstatus of, or by reason information on, his or her Form U-4 registration. For avoidance of confusion, it is expressly agreed and understood that all Distribution Services Personnel, whether or not Distributor-employed Distribution Services Personnel or non-Distributor-employed Distribution Services Personnel, are considered “Wholesaling Personnel” for purposes of the Sub-Adviser’s Distribution Agreement, and the Distributor shall be entitled to be compensated and reimbursed with respect to such Distribution Services Personnel, in accordance with the Distribution Agreement. (b) Subject to Section 7(a), the Distributor shall not be liable to the Adviser or the Company for any action taken or omitted by it in the absence of bad faith, willful misfeasance, gross negligence or reckless disregard by it (or its agents or employees other than the Distribution Services Personnel) of its obligations and duties under this Agreement or the Distribution Agreement. As long as the Distributor acts in good faith and complies with laws and regulations applicable to it in connection with its services hereunder and/or under the Distribution Agreement, the Adviser shall indemnify and hold harmless the Distributor and its employees, agents, directors and officers from and against, any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges and reasonable counsel fees incurred in connection therewith (collectively, “Losses”) arising out of or related to the arrangement contemplated under this Agreement and/or the Distribution Agreement, including but not limited to all activities, actions and omissions of the Distribution Services Personnel as registered representatives of the Distributor, except to the extent that Losses result from (i) the Distributor’s general responsibilities as employer of Distribution Services Personnel, or (ii) any untrue statement of a material fact contained in the Prospectus and SAIbad faith, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard by the Distributor of obligation its express obligations and duties under this hereunder and/or the Distribution Agreement. The Sub-Adviser shall not be liable to the Manager its officers. (c) NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, directorsUNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, agentsINDIRECT, employeesSPECIAL, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerPUNITIVE, includingCONSEQUENTIAL OR SIMILAR DAMAGES, but not limited toINCLUDING LOST REVENUE, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the SeriesLOST PROFITS OR LOST OR DAMAGED DATA, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesEVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

Limitation of Liability; Indemnification. Neither To the Sub-full extent permitted by applicable law, the Adviser nor (and its officers, managers, partners, agents, employees, controlling persons, members and any directorother person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Fund for any action taken or omitted to be taken by the Adviser (and its officers, officer managers, partners, agents, employees, controlling persons, members and any other person or employee of entity affiliated with any such person or entity or with the Sub-Adviser performing services for the Series Adviser) in connection with the Sub-performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Fund shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s discharge of its duties or obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which under this Agreement relates; providedor otherwise as an investment adviser of the Fund. Notwithstanding the preceding sentence of this Article VI to the contrary, that nothing contained herein contained shall protect or be construed deemed to protect the Sub-Adviser Indemnified Parties against or any directorentitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series the Fund or its shareholders security holders to which the Sub-Adviser Indemnified Parties would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or negligence reckless disregard in the performance of the Sub-Adviser’s duties, by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder) or by reason of an internal dispute at the Sub-Adviser’s reckless disregard of its obligations and duties under . Nothing in this Agreement, , Agreement shall in any way constitute a waiver or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust limitation by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor Fund of any person deemed to protect such other persons against any liability to rights or remedies which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall may not be liable to the Manager its officers, directors, agents, employees, controlling persons so limited or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series waived in accordance with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Serieslaw.

Limitation of Liability; Indemnification. Neither (a) The Sub-Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of legal counsel, and with respect to the application of generally accepted accounting principles or Federal Tax accounting principles, apply for and obtain the advice and opinion of accounting experts, at the reasonable expense of the Trust. The Sub-Administrator shall obtain prior permission of the Trust or PIM before obtaining the advice and opinion of legal or accounting experts at the expense of the Trust, and shall not use any counsel or accounting experts to which the Trust or PIM shall reasonably object. The Sub-Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with this paragraph. (b) The sub-Administrator shall not be liable to the Trust or PIM for any action taken or omitted to be taken by the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series Administrator in connection with the performance of any of their respective duties or obligations under this Agreement, and PIM shall indemnify the Sub-Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered Administrator and hold PIM harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Manager Sub-Administrator in or a Series by reason of any pending, threatened or contemplated action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Sub-Administrator in connection with the performance of any matter to which of their respective duties or obligations under this Agreement relatesAgreement; provided, however, that nothing contained herein contained shall protect or be construed deemed to protect the Sub-Adviser Administrator against or any director, officer, agent entitle or employee of be deemed to entitle the Sub-Adviser against Administrator indemnification in respect of any liability to the Sub-Administrator, the Trust or a Series or its shareholders security holders to which the Sub-Adviser Administrator would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, faith or gross negligence in the performance of hisits duties, her or its duties or by reason of his, her or its reckless disregard of obligation its duties and duties obligations under this Agreement. The Such expenses shall be paid by the Trust in advance of the final disposition of such matter upon invoice by the Sub-Adviser shall not be liable to Administrator and receipt by PIM of an undertaking from the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and Administrator to repay such amounts if it shall ultimately be established that the Sub-Administrator is not entitled to payment of such expenses hereunder. (iic) acts As used in this Paragraph 3, the term "Sub-Administrator" shall include any affiliates of the Sub-Adviser which result from or are based upon acts Administrator performing services for the Trust contemplated hereby, and trustees, officers, agents and employees of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent Administrator or such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable requestaffiliates. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of As used in this Sub-Advisory Agreement (including, but not limited toParagraph 3, the investment objectivesterm "PIM" shall include any affiliates of PIM performing services for the Trust contemplated hereby, policies and restrictions applicable to the Series Trustees, officers, agents and qualifications employees of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities PIM or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Seriessuch affiliate.

Limitation of Liability; Indemnification. (a) Neither the Sub-Adviser Advisor nor any directorits partners, officer officers, directors, employees, affiliates, successors, or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder other legal representatives shall be liable subject to any liability for any act or omission, error of judgment or judgment, mistake of law law, or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; providedInvestment Adviser, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series the Fund, in the course of, connected with, or its shareholders arising out of any services to which the Sub-Adviser would otherwise be subject rendered hereunder, except by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence on the part of the Sub-Adviser in the performance of his, her or its duties or by reason of his, her or its reckless disregard on the part of obligation the Sub-Adviser of its obligations and duties under this Agreement. The In no case shall the Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons for actions taken or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series non-actions with respect to the portion performance of the assets of Series not managed by Sub-Adviser and (ii) acts of services under this Agreement based upon specific information, directions, instructions or requests given or made to the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Investment Adviser. (b) The Investment Adviser or, to the extent such records relate to the portion of the assets managed by will indemnify the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio of its partners, members, directors, officers, and shall comply with subsections employees and any of their affiliated persons, executors, heirs, assigns, successors, or other legal representatives (aeach an “Indemnified Person”) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from against any and all costs, losses, claims, damages, liabilities or litigation liabilities, joint or several, including, without limitation, reasonable attorneys’ fees and disbursements, resulting in any way from the Sub-Adviser’s engagement hereunder or from the performance or non-performance of any Indemnified Person’s duties in respect of the Fund, except those resulting from the willful misfeasance, bad faith or gross negligence of an Indemnified Person or the Indemnified Person’s reckless disregard of such duties and, in the case of criminal proceedings, unless such Indemnified Person had reasonable cause to believe its actions unlawful (collectively, “disabling conduct”). Indemnification shall be made following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnified Person was not liable by reason of disabling conduct; or (ii) a reasonable determination that the Indemnified Person is entitled to indemnification hereunder, provided that such determination is based upon a review of the facts and reached by (A) the vote of a majority of the Board who are not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board, further provided that such counsel’s determination be written and provided to the Board and the Investment Adviser. The Investment Adviser shall advance to an Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred with respect to the Fund in connection with defense of any action or proceeding arising out of such performance or non-performance. The Sub-Adviser agrees, and each other Indemnified Person will be required to agree as a condition to any such advance from the Investment Adviser, that if one of the foregoing parties receives any such advance, the party will reimburse the Investment Adviser for such fees, costs, and expenses to the extent that it shall be determined that the party was not entitled to indemnification under this paragraph. The rights of indemnification provided hereunder shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. (c) Notwithstanding any of the foregoing, the provisions of this Section 12 shall not be construed so as to relieve the Indemnified Person of, or provide indemnification with respect to, any liability (including reasonable legal liability under federal securities laws, which, under certain circumstances, impose liability even on persons who act in good faith) to the extent (but only to the extent) that such liability may not be waived, limited, or modified under applicable law or that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this paragraph to the fullest extent permitted by law. The provisions of this Section 12 shall survive the termination or cancellation of this Agreement. (d) The Investment Adviser shall be responsible at all times for supervising the Sub-Adviser, and other expenses) arising from this Agreement does not in any way limit the conduct of duties and responsibilities that the Manager or Investment Adviser has agreed to under the SeriesInvestment Advisory Agreement.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Series.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerNB Parties, including, but not limited to, a failure of the Manager NB Parties to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall NB Parties agree to indemnify and hold harmless the Sub-Adviser from and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such directors, officers, agents or employees are subject, arising from the conduct of the Manager NB Parties or the Series.

Limitation of Liability; Indemnification. Neither Sub-Sublandlord shall not be liable for any damage to the Sub-Adviser nor Subleased Premises or any directorinjury to persons sustained by Sub-Subtenant or its employees, officer agents, invitees, guests, or employee other persons caused by conditions or activities on the Sub-Subleased Premises or the Building (including, without limitation, the Cafeteria, Fitness Center, Bike Room or Shower Facilities), or activities of Sub-Subtenant in or upon the Building (including, without limitation, use of the Cafeteria, Fitness Center, Bike Room or Shower Facilities), except to the extent any loss, cost, damage or expense is attributable to the gross negligence or intentional misconduct of Sub-Sublandlord or its agents or employees, and subject to the waiver of subrogation provisions hereof and in the Sublease. Subject to the waiver of subrogation provisions set forth in subsection (b), below, except to the extent caused by the negligence or willful misconduct of Sub-Sublandlord or its agents or employees, (each of the foregoing, an “Indemnified Party”), Sub-Subtenant hereby indemnifies and saves harmless the non-negligent Indemnified Parties from any liability, loss, cost or expense (including, without limitation, reasonable attorneys’ fees) arising out of (i) Sub-Subtenant’s use or occupancy of the Sub-Adviser performing services for Subleased Premises, the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment Cafeteria, Fitness Center, Bike Room or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) Shower Facilities and (ii) Sub-Subtenant’s failure to keep, observe or perform any of the above paragraph; providedterms, howeverprovisions, that in no case is the covenants, conditions and obligations on Sub-AdviserSubtenant’s indemnity in favor of any person deemed part to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasancekept, bad faith, observed or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties performed under this Agreement. The Sub-Adviser shall not be liable Sublease. Subject to the Manager its officerswaiver of subrogation provisions set forth in subsection (b), directorsbelow, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, except to the extent such records relate caused by the gross negligence or willful misconduct of Sub-Subtenant, Sub-Sublandlord hereby indemnifies and saves harmless Sub-Subtenant from any liability, loss, cost or expense (including, without limitation, reasonable attorneys’ fees) arising out of (x) Sub-Sublandlord’s failure to the portion keep, observe or perform any of the assets managed by the terms, provisions, covenants, conditions and obligations on Sub-AdviserSublandlord’s part to be kept, otherwise available to the observed or performed under this Sub-Adviser upon reasonable requestSublease and (y) the negligence or willful misconduct of Sub-Sublandlord or anyone acting by or through Sub-Sublandlord. The Manager Sub-Subtenant’s and Sub-Adviser each agree that Sublandlord’s obligation hereunder shall survive the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 termination of this Sub-Advisory Agreement (includingSublease. Unless carried by Sublandlord, but not limited toSub-Subtenant shall carry all insurance, the investment objectives, policies in form and restrictions applicable to the Series and qualifications substance as required of the Series as a regulated investment company Sub-Sublandlord under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesSublease.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished provided by, or otherwise acknowledged by, the Sub-Adviser to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use thereinTrust. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees (the “NB Indemnities”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that the Sub-Adviser shall be responsible for and shall indemnify the NB Indemnities for losses arising out of or resulting from a “Trade Error” (as defined in the compliance manual of the Fund, as the same may be amended from time to time) caused by the negligent action or negligent omission of the Sub-Adviser. It is acknowledged and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. In no case is shall the Sub-Adviser’s indemnity in favor of any person be deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager or its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Managerany NB Indemnities, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager it or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager agrees to indemnify and Sub-Adviser each agree that hold harmless the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) its affiliates and (b) each of Section 1 of this Sub-Advisory Agreement (includingtheir directors, but not limited toofficers, the investment objectives, policies agents and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such directors, officers, agents or employees are subject, arising from the conduct of the Manager or the Series.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the directly, Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements regarding the Sub-Adviser therein not misleading, but only if and to the extent such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser specifically for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees (“NB Indemnities”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are to the extent caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that the Sub-Adviser shall be responsible for and shall indemnify the NB Indemnities for losses arising out of or resulting from a “Trade Error” (as defined in no case is the Sub-Adviser’s indemnity compliance manual of the Fund, as the same may be amended from time to time) caused by the negligent action or negligent omission of the Sub-Adviser. It is acknowledged and agreed that any Trade Error that results in favor a gain to the Fund shall inure to the benefit of the Fund. that In no case shall Sub-Adviser be required to indemnify any such person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and or (ii) acts of the Sub-Adviser which result from or are based upon acts or directions of the ManagerNB Parties or the Trust (or any of their agents) or information provided by the Manager or the Trust (or any of their agents), including, but not limited to, a failure of the Manager NB Parties or the Trust to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to as if the Allocated PortionPortion were a separate operating portfolio of the Trust and without regard to any other holdings, transactions or income of any other Allocated Portion within the Series or the Trust. The Manager shall NB Parties agree to indemnify and hold harmless the Sub-Adviser from and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such directors, officers, agents or employees are subject, arising from the conduct of the Manager NB Parties or the Series. After receipt by the NB Parties or Sub-Adviser or any party entitled to be indemnified under this Agreement (the “Indemnified Party”) of notice of commencement of any action if a claim in respect thereof is to be made against any person obligated to provide indemnification pursuant to this Agreement (the “Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this Agreement except to the extent that the failure to provide such notice results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be borne by the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party against any loss or liability by reason of such settlement of judgment to the extent provided by this Agreement.

Limitation of Liability; Indemnification. (a) Neither the Sub-Adviser Advisor nor any directorits partners, officer officers, directors, employees, affiliates, successors, or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder other legal representatives shall be liable subject to any liability for any act or omission, error of judgment or judgment, mistake of law law, or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; providedInvestment Adviser, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series the Fund, in the course of, connected with, or its shareholders arising out of any services to which the Sub-Adviser would otherwise be subject rendered hereunder, except by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence on the part of the Sub-Adviser in the performance of his, her or its duties or by reason of his, her or its reckless disregard on the part of obligation the Sub-Adviser of its obligations and duties under this Agreement. The In no case shall the Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons for actions taken or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series non-actions with respect to the portion performance of the assets of Series not managed by Sub-Adviser and (ii) acts of services under this Agreement based upon specific information, directions, instructions or requests given or made to the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Investment Adviser. (b) The Investment Adviser or, to the extent such records relate to the portion of the assets managed by will indemnify the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio of its partners, members, directors, officers, and shall comply with subsections employees and any of their affiliated persons, executors, heirs, assigns, successors, or other legal representatives (aeach an “Indemnified Person”) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from against any and all costs, losses, claims, damages, liabilities or litigation liabilities, joint or several, including, without limitation, reasonable attorneys’ fees and disbursements, resulting in any way from the Sub-Adviser’s engagement hereunder or from the performance or non-performance of any Indemnified Person’s duties in respect of the Fund, except those resulting from the willful misfeasance, bad faith or gross negligence of an Indemnified Person or the Indemnified Person’s reckless disregard of such duties and, in the case of criminal proceedings, unless such Indemnified Person had reasonable cause to believe its actions unlawful (collectively, “disabling conduct”). Indemnification shall be made following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnified Person was not liable by reason of disabling conduct; or (ii) a reasonable determination that the Indemnified Person is entitled to indemnification hereunder, provided that such determination is based upon a review of the facts and reached by (A) the vote of a majority of the Board who are not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board, further provided that such counsel’s determination be written and provided to the Board and the Investment Adviser. The Investment Adviser shall advance to an Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred with respect to the Fund in connection with defense of any action or proceeding arising out of such performance or non-performance. The Sub-Adviser agrees, and each other Indemnified Person will be required to agree as a condition to any such advance from the Investment Adviser, that if one of the foregoing parties receives any such advance, the party will reimburse the Investment Adviser for such fees, costs, and expenses to the extent that it shall be determined that the party was not entitled to indemnification under this paragraph. The rights of indemnification provided hereunder shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. (c) Notwithstanding any of the foregoing, the provisions of this Section 12 shall not be construed so as to relieve the Indemnified Person of, or provide indemnification with respect to, any liability (including reasonable legal liability under federal securities laws, which, under certain circumstances, impose liability even on persons who act in good faith) to the extent (but only to the extent) that such liability may not be waived, limited, or modified under applicable law or that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this paragraph to the fullest extent permitted by law. The provisions of this Section 12 shall survive the termination or cancellation of this Agreement. (d) The Investment Adviser shall be responsible at all times for supervising the Sub- Adviser, and other expenses) arising from this Agreement does not in any way limit the conduct of duties and responsibilities that the Manager or Investment Adviser has agreed to under the SeriesInvestment Advisory Agreement.

Limitation of Liability; Indemnification. Neither (a) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on the part of the Non-Discretionary Sub-Adviser, neither the Non-Discretionary Sub-Adviser nor any directorof its directors, officer officers, agents or employee of the Sub-Adviser performing services for the Series in connection with employees shall be subject to liability to VIA, the Sub-Adviser’s discharge , the Investment Company, or any shareholder of its obligations hereunder shall be liable the Investment Company for any error of judgment or mistake of law or any other act or omission in the course of, or connected with, rendering non-discretionary model portfolio services hereunder or for any loss suffered losses that may be sustained in the purchase, holding, or sale of any security or other instrument by the Manager Advisory Account or a Series in connection with any matter the Fund. (b) Notwithstanding Section 11(a), to which this Agreement relates; provided, the extent that nothing herein contained shall be construed to protect VIA or the Sub-Adviser is subject to any claims, suits, controversies, judgments, losses, awards or settlements (including without limitation, reasonable attorneys’ fees) (collectively, a “Liability”) caused by, arising out of or attributable to (i) any directorfailure of the Non-Discretionary Sub-Adviser to fulfill any of its obligations under this Agreement, officer(ii) a breach by the Non-Discretionary Sub-Adviser of any representation, agent warranty or employee covenant in this Agreement, or (iii) any negligence, willful misconduct or violation of or non-compliance with law on the part of the Non-Discretionary Sub-Adviser relating to the performance of or failure to perform any of its duties and obligations under this Agreement, the Non-Discretionary Sub-Adviser shall indemnify VIA or the Sub-Adviser, as applicable, and each of its affiliates, officers, directors, agents and employees for such Liability. (c) To the extent that the Non-Discretionary Sub-Adviser is subject to a Liability caused by, arising out of or attributable to (i) any failure of the Sub-Adviser against to fulfill any liability to Trust of its obligations under this Agreement or under the Sub-Management Agreement, (ii) a Series or its shareholders to which breach by the Sub-Adviser would otherwise be subject by reason of any representation, warranty or covenant in this Agreement, (iiii) any negligence, willful misconduct or violation of or non-compliance with law on the part of the Sub-Adviser relating to the performance of or failure to perform its discretionary investment management services with respect to the Funds or its duties and obligations under this Agreement, and (iv) the Sub-Adviser’s deviation from the Model Portfolios in managing the Advisory Account, the Sub-Adviser shall indemnify the Non-Discretionary Sub-Adviser and each of its affiliates, officers, directors, agents and employees. (d) To the extent that the Non-Discretionary Sub-Adviser is subject to a Liability caused by, arising out of or attributable to (i) any failure of VIA to fulfill any of its obligations under this Agreement or under the Sub-Management Agreement, (ii) a breach by VIA of any representation, warranty or covenant in this Agreement, (iii) any negligence, willful misfeasance, bad faith, misconduct or negligence in violation of or non-compliance with law on the part of VIA relating to the performance of or failure to perform its discretionary investment management services with respect to the Sub-Adviser’s duties, Funds or by reason of the Sub-Adviser’s reckless disregard of its duties and obligations and duties under this Agreement, (iv) VIA’s deviation, or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known VIA’s instructions to the Sub-Adviser which was required to be stated therein deviate, from the Model Portfolios in managing the Advisory Account, and (v) any action or necessary failure to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust act by the Investment Company or a Fund, VIA shall indemnify the Non-Discretionary Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directorsits affiliates, officers, directors, agents and employees against any and all losses, claims, damages, liabilities or litigation employees. (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (ie) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against No party hereto shall bear any liability to the other parties for any loss of profits (whether direct or indirect), or for any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such person would otherwise claim may be subject by reasons brought. (f) A party seeking indemnification hereunder (“Indemnified Party”) will not, without the prior written consent of willful misfeasancethe party from whom indemnification is sought (the “Indemnifying Party”), bad faithsettle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or gross negligence proceeding in respect of which indemnification may be sought hereunder (whether or not such Indemnifying Party is an actual or potential party to such claim, action, suit or proceeding). (g) Each Indemnified Party shall promptly notify the performance Indemnifying Party of hisany action commenced against it for which indemnification may be sought hereunder, her but an Indemnified Party’s delay or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any indemnification obligation it may have hereunder so long as the Indemnifying Party has not been materially prejudiced by such delay or failure. If the Indemnifying Party so elects, the Indemnifying Party will assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of fees and disbursements of such counsel, and the Indemnifying Party shall not thereafter be liable to the Manager its officersIndemnified Party for any additional expenses. In the event, directorshowever, agents, employees, controlling persons such counsel has a conflict of interest or shareholders or if the Indemnifying Party fails to employ counsel reasonably satisfactory to the Trust Indemnified Party, in either case in a timely manner, then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel. In any action or proceeding the defense of which the Indemnifying Party assumes, the Indemnified Party will have the right to participate in such litigation and to retain counsel at its shareholders for own expense. (ih) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 provisions of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications Section 11 shall survive any expiration or termination of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Seriesthis Agreement.

Limitation of Liability; Indemnification. (a) Neither the Sub-Adviser Advisor nor any directorits partners, officer officers, directors, employees, affiliates, successors, or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder other legal representatives shall be liable subject to any liability for any act or omission, error of judgment or judgment, mistake of law law, or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; providedInvestment Adviser, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series the Fund, in the course of, connected with, or its shareholders arising out of any services to which the Sub-Adviser would otherwise be subject rendered hereunder, except by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence on the part of the Sub-Adviser in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to on the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts part of the Sub-Adviser which result from of its obligations and duties under this Agreement In no case shall the Sub- Adviser be liable for actions taken or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information non-actions with respect to any records maintained by Manager the performance of services under this Agreement based upon specific information, directions, instructions or any other subadviser requests given or made to the Series, which records are not also maintained by the Sub-Adviser or, to by the extent such records relate to the portion of the assets managed by Investment Adviser. (b) The Investment Adviser will indemnify the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio of its partners, members, directors, officers, and shall comply with subsections employees and any of their affiliated persons, executors, heirs, assigns, successors, or other legal representatives (aeach an “Indemnified Person”) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from against any and all costs, losses, claims, damages, liabilities or litigation liabilities, joint or several, including, without limitation, reasonable attorneys’ fees and disbursements, resulting in any way from the Sub-Adviser’s engagement hereunder or from the performance or non-performance of any Indemnified Person’s duties in respect of the Fund, except those resulting from the willful misfeasance, bad faith or gross negligence of an Indemnified Person or the Indemnified Person’s reckless disregard of such duties and, in the case of criminal proceedings, unless such Indemnified Person had reasonable cause to believe its actions unlawful (collectively, “disabling conduct”). Indemnification shall be made following: (i) a final decision on the merits by a court or other body before whom the proceeding was brought that the Indemnified Person was not liable by reason of disabling conduct; or (ii) a reasonable determination that the Indemnified Person is entitled to indemnification hereunder, provided that such determination is based upon a review of the facts and reached by (A) the vote of a majority of the Board who are not parties to the proceeding or (B) legal counsel selected by a vote of a majority of the Board, further provided that such counsel’s determination be written and provided to the Board and the Investment Adviser. The Investment Adviser shall advance to an Indemnified Person reasonable attorneys’ fees and other costs and expenses incurred with respect to the Fund in connection with defense of any action or proceeding arising out of such performance or non-performance. The Sub-Adviser agrees, and each other Indemnified Person will be required to agree as a condition to any such advance from the Investment Adviser, that if one of the foregoing parties receives any such advance, the party will reimburse the Investment Adviser for such fees, costs, and expenses to the extent that it shall be determined that the party was not entitled to indemnification under this paragraph. The rights of indemnification provided hereunder shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise under law. (c) Notwithstanding any of the foregoing, the provisions of this Section 12 shall not be construed so as to relieve the Indemnified Person of, or provide indemnification with respect to, any liability (including reasonable legal liability under federal securities laws, which, under certain circumstances, impose liability even on persons who act in good faith) to the extent (but only to the extent) that such liability may not be waived, limited, or modified under applicable law or that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the provisions of this paragraph to the fullest extent permitted by law. The provisions of this Section 12 shall survive the termination or cancellation of this Agreement. (d) The Investment Adviser shall be responsible at all times for supervising the Sub-Adviser, and other expenses) arising from this Agreement does not in any way limit the conduct of duties and responsibilities that the Manager or Investment Adviser has agreed to under the SeriesInvestment Advisory Agreement.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder (a) The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series Fund in connection with any matter the matters to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or except a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of the Sub-Adviser’s duties, its duties or by reason of the Sub-Adviser’s from reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or (ii) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literaturethe Prospectuses or in any application or other document executed by or on behalf of the Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application") or arise out of, or other materials pertaining to are based upon, the Allocated Portion omission or the Sub-Adviser or the alleged omission to state therein a material fact known required to be stated therein or necessary to make the statements therein not misleading; (ii) any liability of the Distributor resulting from a representation, covenant or warranty that the Distributor makes, or any indemnification that the Distributor provides, on behalf of the Fund in a sub-placement agent agreement relating to the Sub-Adviser Fund that has been provided to the Fund; or (iii) arise out of, or are based upon, any breach of the representations, warranties or covenants of the Fund contained in this Agreement; provided, however, that the Fund shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectus or any Blue Sky Application with respect to the Fund in reliance upon and in conformity with any information furnished in writing by the Distributor, or on the Distributor's behalf, to the Fund expressly for use in the Registration Statement or the Prospectus, or arising out of the failure of the Distributor to deliver a current Prospectus. (c) The Distributor will indemnify and hold harmless the Fund and its several officers and directors, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which was any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Manager Fund or any of its several officers by or on behalf of the Trust Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, directors and such controlling persons for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim. (d) An indemnified person under this Section 8 (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party") of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8(b) or (c) hereof (a "Claim"), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any delay or failure so to notify such Indemnifying Party shall only relieve such Indemnifying Party of its obligations hereunder to the extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure. (e) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such separate counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the Sub-Adviser same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any directorone action, officersuit or proceeding or separate but substantially similar or related actions, agent suits or employee proceedings in the same jurisdiction arising out of the Sub-Adviser same general allegations or circumstances be liable for use thereinthe reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are incurred. The Sub-Adviser Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless the Trust any Indemnified Party from and the Manager and its affiliates and each of their directors, officers, agents and employees against any loss, liability, damage or expense by reason by such settlement or judgment. (f) With respect to any Claim not within Section 8(e) hereof, the Indemnifying Party shall have twenty (20) days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not respond within such twenty-day period, it shall be deemed to have accepted responsibility to make payment and all shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law. (g) If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless in respect of any losses, claims, damages, expenses, liabilities or litigation (including reasonable legal and other claims referred to therein, then each applicable Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses), liabilities or claims in such proportion as is appropriate to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in reflect (i) the relative benefits received by the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, from the offering of the Shares; or (ii) if, but only if, the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the above paragraph; providedIndemnified Party, howeveron the one hand, and of the Indemnifying Party, on the other, in connection with any statements or omissions or other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the parties hereto shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by such party, on one hand, or by the other party, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party hereto as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in no case is this Section 8(g). No person guilty of fraudulent misrepresentation (within the Sub-Adviser’s indemnity in favor meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person deemed who was not guilty of such fraudulent misrepresentation. (h) Notwithstanding any other provisions in this Section 8, no party shall be entitled to protect such other persons indemnification or contribution under this Agreement against any liability to which loss, claim, liability, expense or damage arising by reason of such person would otherwise be subject by reasons of person's willful misfeasance, bad faith, faith or gross negligence in the performance of his, her or its duties hereunder or by reason of his, her or its such person's reckless disregard of obligation such person's obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for thereunder. (i) any acts The indemnity and contribution agreements contained in this Section 8 and the covenants, warranties and representations of the Manager parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Fund, its directors or officers or any other subadviser to person (including each officer or director of such person) who controls the Series with respect to Fund within the portion meaning of Section 15 of the assets of Series not managed by Sub-Adviser and (ii) acts Securities Act or Section 20 of the Sub-Adviser which result from Exchange Act, or are based upon acts by or on behalf of the ManagerDistributor, including, but not limited to, a failure its directors or officers or any person who controls the Distributor within the meaning of Section 15 of the Manager to provide accurate and current information with respect to any records maintained by Manager Securities Act or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion Section 20 of the assets managed by the Sub-AdviserExchange Act, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 survive any termination of this Sub-Advisory Agreement (including, but not limited to, or the investment objectives, policies issuance and restrictions applicable to the Series and qualifications delivery of the Series as a regulated investment company under the CodeShares. (j) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all lossesIN NO EVENT WILL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANY OTHER PERSON OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, claimsINCIDENTAL, damagesSPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesEVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder A. CCS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter the matters to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or except for a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviserloss resulting from CCS’s willful misfeasance, bad faith, faith or gross negligence in the performance of the Sub-Adviser’s duties, its duties or by reason of the Sub-Adviser’s from reckless disregard by it of its obligations and duties under this Agreement. Furthermore, CCS shall not be liable for (i) any action taken or omitted to be taken in accordance with or in reliance upon written or oral instructions, advice, data, documents or information (without investigation or verification) received by CCS from or on behalf of the Trust or (ii) any untrue statement action taken or omitted to be taken by the Trust or any past or current Service Provider. CCS may apply to the Board of a material fact contained Trustees or an officer or authorized representative of the Trust (or their authorized designees) at any time for instructions and may consult counsel for the Trust, or its own counsel, and with accountants and other experts with respect to any matter arising in connection with its duties hereunder, and CCS shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction, or with the Prospectus and SAIopinion of such counsel, Registration Statement, proxy materials, reports, advertisements, sales literatureaccountants, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the experts. B. The Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and CCS, its affiliates and each of their directorsemployees, agents, officers, agents members, affiliates and employees nominees (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, claims, damages, liabilities or litigation (including costs, charges, reasonable legal counsel fees and other expenses)expenses of every nature and character (a “Claim”) which may be asserted against or incurred by any Indemnified Party or for which any Indemnified Party may be held liable arising out of, are based on, or in any way relate to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of CCS’s actions or omissions except to the above paragraph; provided, however, that in no case is the Sub-Adviserextent a Claim resulted from CCS’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties hereunder or by reason of his, her or its from reckless disregard by it of obligation its obligations and duties under this Agreement. The Sub-Adviser shall not hereunder; (ii) CCS’s reliance on, implementation of or use of (without investigation or verification) advice, instructions, requests, directions, information, data, records and documents received by CCS from the Adviser, Board of Trustees or any Service Provider or an officer or representative thereof, (iii) any breach of any of the Trust’s obligations, representations or warranties hereunder, or (iv) any action taken or omitted to be liable taken by the Trust or any past or current Service Provider. C. CCS agrees to indemnify and hold harmless the Manager Trust, its employees, agents, officers, directors, agentsaffiliates and nominees (collectively, employeesthe “Indemnified Parties”) from and against any and all judgments, controlling persons liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses which may be asserted against or shareholders incurred by any Indemnified Party or for which any Indemnified Party may be held liable as a result of third party claims, demands, actions, or suits (a “Claim”) that arise out of, are based on, or in any way relate to (i) CCS’s willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder; or (ii) any breach of any of CCS’s obligations, representations or warranties hereunder. D. The Trust shall, to the fullest extent permitted by applicable law, indemnify the natural person designated as Chief Compliance Officer to the extent named as a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the Trust or its shareholders for (iother entity) any acts by reason of the Manager fact that such person serves or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Managerserved as Chief Compliance Officer hereunder, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement against expenses (including, but not limited to, the investment objectivesattorneys fees and costs), policies and restrictions applicable to the Series and qualifications of the Series as judgments, fines (including excise taxes assessed on a regulated investment company under the Code) only person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, no indemnification shall be provided if a final unappealable judgment or award establishes that such person engaged in intentional misconduct or a transaction from which such person derived an improper personal benefit. Expenses incurred by the Allocated PortionCCO in defending a threatened, pending or completed civil or criminal action, suit or proceeding shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Trust. E. In no event and under no circumstances shall CCS, its affiliates or any of its or their officers, members, agents or employees, be liable to anyone, including, without limitation, the other party, under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, indirect or consequential damages for any act or failure to act under any provision of this Agreement regardless of whether such damages were foreseeable and even if advised of the possibility thereof. The Manager indemnity and defense provisions set forth in this Section shall indemnify indefinitely survive the Sub-Adviser from termination and/or assignment of this Agreement. F. Notwithstanding any and all lossesother provision of this agreement, claimsCCS’s liabilities under this Agreement, damageswhether under contract law, liabilities tort law, warranty or litigation (including reasonable legal and other expenses) arising from otherwise shall be limited to direct damages not to exceed the conduct amounts actually received by CCS under this agreement during the 12 months prior to the date of the Manager action giving rise to the claim. G. Any person, even though also a Trustee, officer, employee, shareholder or agent of CCS, who may be or become an officer, Trustee, employee or agent of the SeriesTrust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust and as such shall be indemnified as an officer of the Trust to the fullest extent permitted by law.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder (a) The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series Fund in connection with any matter the matters to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or except a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of the Sub-Adviser’s duties, its duties or by reason of the Sub-Adviser’s from reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or (ii) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literaturethe Prospectuses or in any application or other document executed by or on behalf of the Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application") or arise out of, or other materials pertaining to are based upon, the Allocated Portion omission or the Sub-Adviser or the alleged omission to state therein a material fact known required to be stated therein or necessary to make the statements therein not misleading; (ii) any liability of the Distributor resulting from a representation, covenant or warranty that the Distributor makes, or any indemnification that the Distributor provides, on behalf of the Fund in a sub-placement agent agreement relating to the Sub-Adviser Fund that has been provided to the Fund; or (iii) arise out of, or are based upon, any breach of the representations, warranties or covenants of the Fund contained in this Agreement; provided, however, that the Fund shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectus or any Blue Sky Application with respect to the Fund in reliance upon and in conformity with any information furnished in writing by the Distributor, or on the Distributor's behalf, to the Fund expressly for use in the Registration Statement or the Prospectus, or arising out of the failure of the Distributor to deliver a current Prospectus. (c) The Distributor will indemnify and hold harmless the Fund and its several officers and trustees, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which was any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Manager Fund or any of its several officers by or on behalf of the Trust Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, trustees and such controlling persons for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim. (d) An indemnified person under this Section 8 (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party") of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8(b) or (c) hereof (a "Claim"), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any delay or failure so to notify such Indemnifying Party shall only relieve such Indemnifying Party of its obligations hereunder to the extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure. (e) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such separate counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the Sub-Adviser same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any directorone action, officersuit or proceeding or separate but substantially similar or related actions, agent suits or employee proceedings in the same jurisdiction arising out of the Sub-Adviser same general allegations or circumstances be liable for use thereinthe reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are incurred. The Sub-Adviser Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless the Trust any Indemnified Party from and the Manager and its affiliates and each of their directors, officers, agents and employees against any loss, liability, damage or expense by reason by such settlement or judgment. (f) With respect to any Claim not within Section 8(e) hereof, the Indemnifying Party shall have twenty (20) days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not respond within such twenty-day period, it shall be deemed to have accepted responsibility to make payment and all shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law. (g) If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless in respect of any losses, claims, damages, expenses, liabilities or litigation (including reasonable legal and other claims referred to therein, then each applicable Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses), liabilities or claims in such proportion as is appropriate to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in reflect (i) the relative benefits received by the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, from the offering of the Shares; or (ii) if, but only if, the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the above paragraph; providedIndemnified Party, howeveron the one hand, and of the Indemnifying Party, on the other, in connection with any statements or omissions or other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the parties hereto shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by such party, on one hand, or by the other party, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party hereto as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in no case is this Section 8(g). No person guilty of fraudulent misrepresentation (within the Sub-Adviser’s indemnity in favor meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person deemed who was not guilty of such fraudulent misrepresentation. (h) Notwithstanding any other provisions in this Section 8, no party shall be entitled to protect such other persons indemnification or contribution under this Agreement against any liability to which loss, claim, liability, expense or damage arising by reason of such person would otherwise be subject by reasons of person's willful misfeasance, bad faith, faith or gross negligence in the performance of his, her or its duties hereunder or by reason of his, her or its such person's reckless disregard of obligation such person's obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for thereunder. (i) any acts The indemnity and contribution agreements contained in this Section 8 and the covenants, warranties and representations of the Manager parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Fund, its, trustees or officers or any other subadviser to person (including each officer or trustee of such person) who controls the Series with respect to Fund within the portion meaning of Section 15 of the assets of Series not managed by Sub-Adviser and (ii) acts Securities Act or Section 20 of the Sub-Adviser which result from Exchange Act, or are based upon acts by or on behalf of the ManagerDistributor, including, but not limited to, a failure its directors or officers or any person who controls the Distributor within the meaning of Section 15 of the Manager to provide accurate and current information with respect to any records maintained by Manager Securities Act or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion Section 20 of the assets managed by the Sub-AdviserExchange Act, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 survive any termination of this Sub-Advisory Agreement (including, but not limited to, or the investment objectives, policies issuance and restrictions applicable to the Series and qualifications delivery of the Series as a regulated investment company under the CodeShares. (j) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all lossesIN NO EVENT WILL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANY OTHER PERSON OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, claimsINCIDENTAL, damagesSPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesEVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

Limitation of Liability; Indemnification. Neither (a) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on the part of the Non-Discretionary Sub-Adviser, neither the Non-Discretionary Sub-Adviser nor any directorof its directors, officer officers, agents or employee of the Sub-Adviser performing services for the Series in connection with employees shall be subject to liability to VIA, the Sub-Adviser’s discharge , the Investment Company, or any shareholder of its obligations hereunder shall be liable the Investment Company for any error of judgment or mistake of law or any other act or omission in the course of, or connected with, rendering non-discretionary model portfolio services hereunder or for any loss suffered losses that may be sustained in the purchase, holding, or sale of any security or other instrument by the Manager Fund. (b) Notwithstanding Section 11(a), to the extent that VIA or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser is subject to any claims, suits, controversies, judgments, losses, awards or settlements (including without limitation, reasonable attorneys’ fees) (collectively, a “Liability”) caused by, arising out of or attributable to (i) any directorfailure of the Non-Discretionary Sub-Adviser to fulfill any of its obligations under this Agreement, officer(ii) a breach by the Non-Discretionary Sub-Adviser of any representation, agent warranty or employee covenant in this Agreement, or (iii) any negligence, willful misconduct or violation of or non-compliance with law on the part of the Non-Discretionary Sub-Adviser relating to the performance of or failure to perform any of its duties and obligations under this Agreement, the Non-Discretionary Sub-Adviser shall indemnify VIA or the Sub-Adviser, as applicable, and each of its affiliates, officers, directors, agents and employees for such Liability. (c) To the extent that the Non-Discretionary Sub-Adviser is subject to a Liability caused by, arising out of or attributable to (i) any failure of the Sub-Adviser against to fulfill any liability to Trust of its obligations under this Agreement or a Series or its shareholders to which under the agreement between the Sub-Adviser would otherwise be subject and VIA, (ii) a breach by reason the Sub-Adviser of any representation, warranty or covenant in this Agreement, (iiii) any negligence, willful misconduct or violation of or non-compliance with law on the part of the Sub-Adviser relating to the performance of or failure to perform its discretionary investment management services with respect to the Funds or its duties and obligations under this Agreement, or (iv) the Sub-Adviser’s deviation from the Model Portfolios in managing the Advisory Account, the Sub-Adviser shall indemnify the Non-Discretionary Sub-Adviser and each of its affiliates, officers, directors, agents and employees for such Liability. (d) To the extent that the Non-Discretionary Sub-Adviser is subject to a Liability caused by, arising out of or attributable to (i) any failure of VIA to fulfill any of its obligations under this Agreement or under the agreement between the Sub-Adviser and VIA, (ii) a breach by VIA of any representation, warranty or covenant in this Agreement, (iii) any negligence, willful misfeasance, bad faith, misconduct or negligence in violation of or non-compliance with law on the part of VIA relating to the performance of or failure to perform its discretionary investment management services with respect to the Sub-Adviser’s duties, Funds or by reason of the Sub-Adviser’s reckless disregard of its duties and obligations and duties under this Agreement, (iv) VIA’s deviation, or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known VIA’s instructions to the Sub-Adviser which was required to be stated therein deviate, from the Model Portfolios in managing the Advisory Account, or necessary (v) any action or failure to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust act by the Investment Company or a Fund, VIA shall indemnify the Non-Discretionary Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directorsits affiliates, officers, directors, agents and employees against any and all losses, claims, damages, liabilities or litigation for such Liability. (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (ie) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against No party hereto shall bear any liability to the other parties for any loss of profits (whether direct or indirect), or for any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such person would otherwise claim may be subject by reasons brought. (f) A party seeking indemnification hereunder (“Indemnified Party”) will not, without the prior written consent of willful misfeasancethe party from whom indemnification is sought (the “Indemnifying Party”), bad faithsettle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or gross negligence proceeding in respect of which indemnification may be sought hereunder (whether or not such Indemnifying Party is an actual or potential party to such claim, action, suit or proceeding). (g) Each party shall promptly notify the performance other party of hisany action commenced against it for which indemnification may be sought hereunder, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser but a party’s failure to so notify the other party shall not relieve the party from any liability which it may have otherwise than on account of this indemnification agreement. If the Indemnifying Party so elects, the Indemnifying Party will assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of fees and disbursements of such counsel, and the Indemnifying Party shall not thereafter be liable to the Manager its officersIndemnified Party for any additional expenses. In the event, directorshowever, agents, employees, controlling persons such counsel has a conflict of interest or shareholders or if the Indemnifying Party fails to employ counsel reasonably satisfactory to the Trust Indemnified Party, in either case in a timely manner, then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel. In any action or proceeding the defense of which the Indemnifying Party assumes, the Indemnified Party will have the right to participate in such litigation and to retain counsel at its shareholders for own expense. (ih) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 provisions of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications Section 11 shall survive any expiration or termination of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Seriesthis Agreement.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer officer, agent, employee or employee controlling person of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent agent, employee or employee controlling person of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager NB Parties or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein, The Sub-Adviser will not be liable for any acts or omissions by the NB Parties or any third parties selected by the NB Parties, Trustees or the Trust. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates controlling persons and each of their directors, officers, agents and employees employees, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates controlling persons or such directors, officers, agents or employees are subjectsubject under a final nonappealable order or judgment or a settlement to which Sub-Adviser has consented, which consent shall not be unreasonably withheld, conditioned or delayed, and which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager NB Parties its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerNB Parties, including, but not limited to, a failure of the Manager NB Parties to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager NB Parties shall indemnify and hold harmless the Sub-Adviser from and its affiliates and each of their directors, officers, agents and employees, against any and all lossesLosses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager NB Parties, its affiliates or the Series.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder (a) The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series Fund in connection with any matter the matters to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or except a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of the Sub-Adviser’s duties, its duties or by reason of the Sub-Adviser’s from reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or (ii) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literaturethe Prospectuses or in any application or other document executed by or on behalf of the Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof ("Blue Sky Application") or arise out of, or other materials pertaining to are based upon, the Allocated Portion omission or the Sub-Adviser or the alleged omission to state therein a material fact known required to be stated therein or necessary to make the statements therein not misleading; (ii) any liability of the Distributor resulting from a representation, covenant or warranty that the Distributor makes, or any indemnification that the Distributor provides, on behalf of the Fund in a sub-placement agent agreement relating to the Sub-Adviser Fund that has been provided to the Fund; or (iii) arise out of, or are based upon, any breach of the representations, warranties or covenants of the Fund contained in this Agreement; provided, however, that the Fund shall not be liable in any case to the extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectus or any Blue Sky Application with respect to the Fund in reliance upon and in conformity with any information furnished in writing by the Distributor, or on the Distributor's behalf, to the Fund expressly for use in the Registration Statement or the Prospectus, or arising out of the failure of the Distributor to deliver a current Prospectus. (c) The Distributor will indemnify and hold harmless the Fund and its several officers and Directors, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which was any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Manager Fund or any of its several officers by or on behalf of the Trust Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, Directors and such controlling persons for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim. (d) An indemnified person under this Section 8 (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party") of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8(b) or (c) hereof (a "Claim"), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any delay or failure so to notify such Indemnifying Party shall only relieve such Indemnifying Party of its obligations hereunder to the extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure. (e) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such separate counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the Sub-Adviser same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any directorone action, officersuit or proceeding or separate but substantially similar or related actions, agent suits or employee proceedings in the same jurisdiction arising out of the Sub-Adviser same general allegations or circumstances be liable for use thereinthe reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are incurred. The Sub-Adviser Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless the Trust any Indemnified Party from and the Manager and its affiliates and each of their directors, officers, agents and employees against any loss, liability, damage or expense by reason by such settlement or judgment. (f) With respect to any Claim not within Section 8(e) hereof, the Indemnifying Party shall have twenty (20) days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not respond within such twenty-day period, it shall be deemed to have accepted responsibility to make payment and all shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law. (g) If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless in respect of any losses, claims, damages, expenses, liabilities or litigation (including reasonable legal and other claims referred to therein, then each applicable Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses), liabilities or claims in such proportion as is appropriate to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in reflect (i) the relative benefits received by the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, from the offering of the Shares; or (ii) if, but only if, the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the above paragraph; providedIndemnified Party, howeveron the one hand, and of the Indemnifying Party, on the other, in connection with any statements or omissions or other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the parties hereto shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by such party, on one hand, or by the other party, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party hereto as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in no case is this Section 8(g). No person guilty of fraudulent misrepresentation (within the Sub-Adviser’s indemnity in favor meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person deemed who was not guilty of such fraudulent misrepresentation. (h) Notwithstanding any other provisions in this Section 8, no party shall be entitled to protect such other persons indemnification or contribution under this Agreement against any liability to which loss, claim, liability, expense or damage arising by reason of such person would otherwise be subject by reasons of person's willful misfeasance, bad faith, faith or gross negligence in the performance of his, her or its duties hereunder or by reason of his, her or its such person's reckless disregard of obligation such person's obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for thereunder. (i) any acts The indemnity and contribution agreements contained in this Section 8 and the covenants, warranties and representations of the Manager parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Fund, its, Directors or officers or any other subadviser to person (including each officer or Director of such person) who controls the Series with respect to Fund within the portion meaning of Section 15 of the assets of Series not managed by Sub-Adviser and (ii) acts Securities Act or Section 20 of the Sub-Adviser which result from Exchange Act, or are based upon acts by or on behalf of the ManagerDistributor, including, but not limited to, a failure its directors or officers or any person who controls the Distributor within the meaning of Section 15 of the Manager to provide accurate and current information with respect to any records maintained by Manager Securities Act or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion Section 20 of the assets managed by the Sub-AdviserExchange Act, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 survive any termination of this Sub-Advisory Agreement (including, but not limited to, or the investment objectives, policies issuance and restrictions applicable to the Series and qualifications delivery of the Series as a regulated investment company under the CodeShares. (j) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all lossesIN NO EVENT WILL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANY OTHER PERSON OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, claimsINCIDENTAL, damagesSPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesEVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

Limitation of Liability; Indemnification. Neither To the fullest extent permitted by applicable law, the Sub-Adviser nor (and its officers, managers, partners, agents, employees, controlling persons, members and any director, officer other person or employee of the Sub-Adviser performing services for the Series in connection entity affiliated with any such person or entity or with the Sub-Adviser’s discharge of its obligations hereunder ) shall not be liable to the Fund or the Adviser for any error of judgment action taken or mistake of law or for any loss suffered omitted to be taken by the Manager Sub-Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or a Series entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any matter to which of its duties or obligations under this Agreement relates; providedor otherwise as an investment sub-adviser of the Fund, that nothing herein contained except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services. Except with respect to any Adviser Indemnified Losses (as defined below), the Fund shall be construed to indemnify, defend and protect the Sub-Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any directorsuch person or entity or with the Sub-Adviser, officereach of whom shall be deemed a third party beneficiary hereof) (collectively, agent the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”) incurred by the Indemnified Parties in or employee by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) (“Proceeding”) arising out of or otherwise based upon the performance of any of the Sub-Adviser’s duties or obligations under this Agreement or otherwise as an investment sub-adviser of the Fund. The Adviser shall indemnify, defend and protect the Indemnified Parties and hold them harmless from and against all Losses incurred by the Indemnified Parties in or by reason of any pending, threatened or completed Proceeding arising out of or otherwise based upon the Adviser’s nonfulfillment of, or failure to comply with, any of the Adviser’s duties or obligations under this Agreement (the “Adviser Indemnified Losses”). Notwithstanding anything in this Article V to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to Trust or a Series the Fund or its shareholders security holders to which the Sub-Adviser Indemnified Parties would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or negligence reckless disregard in the performance of the Sub-Adviser’s duties, duties or by reason of the reckless disregard of the Sub-Adviser’s reckless disregard of its duties and obligations and duties under this Agreement, , Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust guidance by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager SEC or its affiliates staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or such directors, officers, agents or employees are subject, which are caused limitation by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor Fund of any person deemed to protect such other persons against any liability to rights or remedies which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall may not be liable to the Manager its officers, directors, agents, employees, controlling persons so limited or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series waived in accordance with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Serieslaw.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder (a) The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series Fund in connection with any matter the matters to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or except a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of the Sub-Adviser’s duties, its duties or by reason of the Sub-Adviser’s from reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or (ii) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literaturethe Prospectuses or in any application or other document executed by or on behalf of the Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof (“Blue Sky Application”) or arise out of, or other materials pertaining to are based upon, the Allocated Portion omission or the Sub-Adviser or the alleged omission to state therein a material fact known required to be stated therein or necessary to make the statements therein not misleading; or (ii) arise out of, or are based upon, any breach of the representations, warranties or covenants of the Fund contained in this Agreement; provided, however, that the Fund shall not be liable in any case to the Sub-Adviser extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectus or any Blue Sky Application with respect to the Fund in reliance upon and in conformity with any information furnished in writing by the Distributor, or on the Distributor’s behalf, to the Fund expressly for use in the Registration Statement or the Prospectus, or arising out of the failure of the Distributor to deliver a current Prospectus. (c) The Distributor will indemnify and hold harmless the Fund and its several officers and Trustees, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which was any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Manager Fund or any of its several officers by or on behalf of the Trust Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, Trustees and such controlling persons for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim. (d) At the request and direction of the Fund, the Distributor enters into Sub-Placement Agent Agreements. The Distributor will not be obligated to make payments to any such Sub-Placement Agent unless the Distributor has received an authorized payment from the Fund. In addition, to the extent that the Distributor is requested or required by the Fund to enter into Sub-Adviser Placement Agent Agreements, the Distributor and each of its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“Distributor Associates”) shall not be liable to the Fund for any action or inaction of any Distributor Associate except to the extent of direct Losses(1) finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, willful misconduct or fraud of the Distributor in the performance of the Distributor’s duties, obligations, representations, warranties or indemnities under a Sub-Placement Agent Agreement. Under no circumstances shall Distributor Associates be liable for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. The Fund shall indemnify, defend and hold harmless Distributor Associates from and against Losses (including legal fees and costs to enforce this provision) that Distributor Associates suffer, incur, or pay as a result of any third-party claim or claim among the parties arising out of the subject matter of or otherwise in any way related to a Sub-Placement Agent Agreement (“Claims”). Any expenses (including legal fees and costs) incurred by Distributor Associates in defending or responding to any Claims (or in enforcing this provision) shall be paid by the Fund on a quarterly basis prior to the final disposition of such matter upon receipt by the Fund of an undertaking by the Distributor to repay such amount if it shall be determined that a Distributor Associate is not entitled to be indemnified. Notwithstanding the foregoing, nothing contained in this paragraph or elsewhere in this Agreement shall constitute a waiver by the Fund of any of its legal rights available under U.S. federal securities laws or any directorother laws whose applicability is not permitted to be contractually waived. (e) An indemnified person under this Section 8 (the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party”) of any loss, officerdamage, agent expense, liability or employee claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8(b) or (c) hereof (a “Claim”), specifying in reasonable detail the nature of the Sub-Adviser loss, damage, expense, liability or claim for use thereinwhich indemnification is sought, except that any delay or failure so to notify such Indemnifying Party shall only relieve such Indemnifying Party of its obligations hereunder to the extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure. (f) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Sub-Adviser Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such separate counsel shall be at the expense of the Indemnified (1) As used in this paragraph, the term “Losses” means any and all compensatory, direct, indirect, special, incidental, consequential, punitive, exemplary, enhanced or other damages, settlement payments, attorneys’ fees, costs, damages, charges, expenses, interest, applicable taxes or other losses of any kind. Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless the Trust any Indemnified Party from and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all lossesloss, claimsliability, damages, liabilities damage or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or expense by reason of his, her by such settlement or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Seriesjudgment.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Sub- Adviser which result from or are based upon acts of the ManagerNB Parties, including, but not limited to, a failure of the Manager NB Parties to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall NB Parties agree to indemnify and hold harmless the Sub-Adviser from and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such directors, officers, agents or employees are subject, arising from the conduct of the Manager NB Parties or the Series.

Limitation of Liability; Indemnification. Neither (a) The Distributor retains the Sub-Adviser nor any director, officer or employee general rights and responsibilities associated with its employment of wholesalers and other personnel with day to day job responsibilities that are substantially dedicated to the activities (including wholesaling activities) to be performed on behalf of the SubAdviser and the Trust (collectively, the "Distributor-Adviser performing services employed Distribution Services Personnel"). With respect to any individuals who are not employed by the Distributor, but who are registered by the Distributor on Form U-4 in order for the Series in connection such individuals ("non-Distributor-employed Distribution Services Personnel"), and together with the SubDistributor-Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment employed Distribution Services Personnel (whether or mistake of law not internal or for any loss suffered by external), collectively, the Manager or a Series in connection with any matter "Distribution Services Personnel") to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee perform activities (including wholesaling activities) on behalf of the Sub-Adviser against and the Trust, the Distributor shall have the following rights exercisable at any liability to Trust or a Series or time within its shareholders to which the Sub-Adviser would otherwise be subject by reason of sole discretion: (i) to terminate the Subregistration by filing Form U-5 or such other necessary and appropriate documents; (ii) to take disciplinary action, including, without limitation, making reports to regulatory bodies and authorities; (iii) to seek damages for actions taken or omissions of the non-Distributor-employed Distribution Services Personnel; (iv) to receive information (including, without limitation, reports and certifications) from the Adviser’s willful misfeasance's Code Compliance Officer and/or Chief Compliance Officer regarding the non-Distributor-employed Distribution Services Personnel's compliance with the Adviser's Code of Ethics; and (v) to receive periodic certification from the non-Distributor-employed Distribution Services Personnel regarding his or her compliance with the manuals and policies of the Distributor. In addition, bad faiththe Adviser shall provide the Distributor with, and the Distributor shall have the right to receive, copies of any reports, complaints, documents or negligence in inquiries relating to the performance of the Subnon-Adviser’s dutiesDistributor-employed Distribution Services Personnel, and any information that would affect the non-Distributor-employed Distribution Services Personnel's status of, or by reason information on, his or her Form U-4 registration. For avoidance of confusion, it is expressly agreed and understood that all Distribution Services Personnel, whether or not Distributor-employed Distribution Services Personnel or non-Distributor-employed Distribution Services Personnel, are considered "Wholesaling Personnel" for purposes of the SubDistribution Agreement, and the Distributor shall be entitled to be compensated and reimbursed with respect to such Distributor-Adviser’s employed Distribution Services Personnel and reimbursed with respect to the non-Distributor-employed Distribution Services Personnel, in accordance with the Distribution Agreement. (b) Subject to Section 7(a), the Distributor shall not be liable to the Adviser or the Trust for any action taken or omitted by it in the absence of bad faith, willful misfeasance, gross negligence or reckless disregard by it (or its agents or employees) of its obligations and duties under this Agreement or the Distribution Agreement. For purposes of clarification, it is expressly agreed and understood that non-Distributor-employed Distribution Services Personnel are not agents or employees of the Distributor, and Distributor shall have no liability for the actions taken or omitted by the non-Distributor-employed Distribution Services Personnel even the instance of bad faith, willful misfeasance, gross negligence or reckless disregard by such non-Distributor-employed Distribution Services Personnel of their obligations and duties. As long as the Distributor acts in good faith and complies with laws and regulations applicable to it in connection with its services hereunder and/or under the Distribution Agreement, the Adviser shall indemnify and hold harmless the Distributor and its employees, agents, directors and officers from and against, any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges and reasonable counsel fees incurred in connection therewith (collectively, "Losses") arising out of or related to the arrangement contemplated under this Agreement and/or the Distribution Agreement, including but not limited to all activities, actions and omissions of the Distribution Services Personnel as registered representatives of the Distributor, except to the extent that Losses result from (i) the Distributor's general responsibilities as employer of Distributor-employed Distribution Services Personnel, or (ii) any untrue statement of a material fact contained in the Prospectus and SAIbad faith, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard by the Distributor of obligation its express obligations and duties under this hereunder and/or the Distribution Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Series.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager NB Parties its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerNB Parties, including, but not limited to, a failure of the Manager NB Parties to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager NB Parties shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager NB Parties or the Series.

Limitation of Liability; Indemnification. Neither To the Sub-fullest extent permitted by applicable law, the Adviser nor (and its officers, managers, partners, agents, employees, controlling persons, members and any directorother person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Fund for any action taken or omitted to be taken by the Adviser (and its officers, officer managers, partners, agents, employees, controlling persons, members and any other person or employee of entity affiliated with any such person or entity or with the Sub-Adviser performing services for the Series Adviser) in connection with the Sub-performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Fund, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Fund shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s discharge of its duties or obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which under this Agreement relates; providedor otherwise as an investment adviser of the Fund. Notwithstanding the preceding sentence of this Article VI to the contrary, that nothing contained herein contained shall protect or be construed deemed to protect the Sub-Adviser Indemnified Parties against or any directorentitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series the Fund or its shareholders security holders to which the Sub-Adviser Indemnified Parties would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or negligence reckless disregard in the performance of the Sub-Adviser’s duties, duties or by reason of the Sub-Adviser’s reckless disregard of its the Adviser’s duties and obligations and duties under this Agreement, , Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust guidance by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager SEC or its affiliates staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or such directors, officers, agents or employees are subject, which are caused limitation by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor Fund of any person deemed to protect such other persons against any liability to rights or remedies which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall may not be liable to the Manager its officers, directors, agents, employees, controlling persons so limited or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series waived in accordance with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Serieslaw.

Limitation of Liability; Indemnification. Neither (a) The Distributor retains the Sub-Adviser nor any director, officer or employee general rights and responsibilities associated with its employment of wholesalers and other personnel with day to day job responsibilities that are substantially dedicated to the activities (including wholesaling activities) to be performed on behalf of the SubAdviser and the Company (collectively, the “Distributor-Adviser performing services employed Distribution Services Personnel”). With respect to any individuals who are not employed by the Distributor, but who are registered by the Distributor on Form U-4 in order for the Series in connection such individuals (“non­ Distributor-employed Distribution Services Personnel,” and together with the Sub-Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment Distributor­ employed Distribution Services Personnel (whether or mistake of law not internal or for any loss suffered by external), collectively, the Manager or a Series in connection with any matter “Distribution Services Personnel”) to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee perform activities (including wholesaling activities) on behalf of the Sub-Adviser against and the Company, the Distributor shall have the following rights exercisable at any liability to Trust or a Series or time within its shareholders to which the Sub-Adviser would otherwise be subject by reason of sole discretion: (i) to terminate the Subregistration by filing Form U-5 or such other necessary and appropriate documents; (ii) to take disciplinary action, including, without limitation, making reports to regulatory bodies and authorities; (iii) to seek damages for actions taken or omissions of the non-Distributor-employed Distribution Services Personnel; (iv) to receive information (including, without limitation, reports and certifications) from the Adviser’s willful misfeasanceCode Compliance Officer and/or Chief Compliance Officer regarding the non-Distributor-employed Distribution Services Personnel’s compliance with the Adviser’s Code of Ethics; and (v) to receive periodic certification from the non-Distributor-employed Distribution Services Personnel regarding his or her compliance with the manuals and policies of the Distributor. In addition, bad faiththe Adviser shall provide the Distributor with, and the Distributor shall have the right to receive, copies of any reports, complaints, documents or negligence in inquiries relating to the performance of the Subnon-AdviserDistributor-employed Distribution Services Personnel, and any information that would affect the non-Distributor-employed Distribution Services Personnel’s dutiesstatus of, or by reason information on, his or her Form U-4 registration. For avoidance of confusion, it is expressly agreed and understood that all Distribution Services Personnel, whether or not Distributor-employed Distribution Services Personnel or non-Distributor-employed Distribution Services Personnel, are considered “Wholesaling Personnel” for purposes of the Sub-Adviser’s Underwriting Agreement, and the Distributor shall be entitled to be compensated and reimbursed with respect to such Distribution Services Personnel, in accordance with the Underwriting Agreement. (b) Subject to Section 7(a), the Distributor shall not be liable to the Adviser or the Company for any action taken or omitted by it in the absence of bad faith, willful misfeasance, gross negligence or reckless disregard by it (or its agents or employees) of its obligations and duties under this Agreement or the Underwriting Agreement. As long as the Distributor acts in good faith and complies with laws and regulations applicable to it in connection with its services hereunder and/or under the Underwriting Agreement, the Adviser shall indemnify and hold harmless the Distributor and its employees, agents, directors and officers from and against, any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges and reasonable counsel fees incurred in connection therewith (collectively, “Losses”) arising out of or related to the arrangement contemplated. under this Agreement and/or the Underwriting Agreement, including but not limited to all activities, actions and omissions of the Distribution Services Personnel as registered representatives of the Distributor, except to the extent that Losses result from (i) the Distributor’s general responsibilities as employer of Distribution Services Personnel, or (ii) any untrue statement of a material fact contained in the Prospectus and SAIbad faith, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard by the Distributor of obligation its express obligations and duties under this hereunder and/or the Underwriting Agreement. The Sub-Adviser shall not be liable to the Manager its officers. (c) NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, directorsUNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, agentsINDIRECT, employeesSPECIAL, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerPUNITIVE, includingCONSEQUENTIAL, but not limited toOR SIMILAR DAMAGES, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the SeriesINCLUDING LOST REVENUE, which records are not also maintained by the Sub-Adviser orLOST PROFITS OR LOST OR DAMAGED DATA, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesEVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

Limitation of Liability; Indemnification. Neither (a) Each party acknowledges and agrees that the Sub-Adviser nor any director, officer or employee obligations of the Sub-Adviser performing services for other party hereunder are exclusively the Series in connection with the Sub-Adviserobligations of such other party and are not guaranteed directly or indirectly by such other party’s discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; providedshareholders, that nothing herein contained shall be construed to protect the Sub-Adviser members, managers, officers, directors, agents or any other person. Subject to the terms of this Agreement, each party will look only to the other party and not to any manager, director, officer, employee or agent for satisfaction of any claims, demands or employee causes of action for damages, injuries or losses sustained by any party as a result of the Sub-Adviser against other party’s action or inaction. (b) Notwithstanding (A) the Provider’s agreement to perform the Services in accordance with the provisions hereof, or (B) any term or provision of the Schedule to the contrary, the Recipient acknowledges that performance by the Provider of the Services pursuant to this Agreement will not subject the Provider, any of its Affiliates or their respective members, shareholders, managers, directors, officers, employees or agents to any liability whatsoever, except as directly caused by the gross negligence or willful misconduct on the part of the Provider or any of its members, shareholders, managers, directors, officers, employees and agents; provided, however, that the Provider’s liability as a result of such gross negligence or willful misconduct will be limited to Trust or a Series or its shareholders an amount not to which exceed the Sub-Adviser would otherwise be subject by reason lesser of (i) the Sub-Adviser’s willful misfeasanceprice paid for the particular Service, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) the Recipient’s or its Affiliate’s cost of performing the Service itself during the remainder of the applicable Service Period or (iii) the Recipient’s cost of obtaining the Service from a third party during the remainder of the applicable Service Period; provided further that the Recipient and its Affiliates will exercise their commercially reasonable efforts to minimize the cost of any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining such alternatives to the Allocated Portion or Services by selecting the Sub-Adviser or most cost effective alternatives which provide the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee functional equivalent of the SubServices replaced. (c) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY THE OTHER PARTY OR ITS AFFILIATES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING HEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT EITHER PARTY OR ITS RESPECTIVE AFFILIATES IS REQUIRED TO PAY (A) ANY AMOUNT ARISING OUT OF THE INDEMNITY SET FORTH IN Section 5.2(b) AND (B) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A THIRD PARTY WHO IS NOT AN AFFILIATE OF EITHER PARTY, IN EACH CASE IN CONNECTION WITH A THIRD-Adviser for use therein. PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES OF THE INDEMNIFIED PARTY AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS Section 5.2(c). (d) The Sub-Adviser Recipient agrees to indemnify and hold harmless the Trust Provider, the Provider or its Affiliates and the Manager and its affiliates and each of their respective members, shareholders, managers, directors, officers, employees and agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager claims or any other subadviser to the Seriesliabilities (including reasonable attorneys’ fees) (“Claims”), which records are may be asserted or imposed against the Provider or such persons by a third party who is not also maintained an affiliate of either party, as a result of (A) the provision of the Services pursuant to this Agreement, or (B) the material breach by the SubRecipient of a third-Adviser or, to the extent party agreement that causes or constitutes a material breach of such records relate to the portion of the assets managed agreement by the Sub-AdviserProvider, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections except (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to both of the Allocated Portionforegoing) for any claims which are directly caused by the gross negligence or willful misconduct of the Provider or such persons. The Manager Each party as indemnitee (“Indemnitee”) will give the other party as indemnitor (“Indemnitor”) prompt written notice of any Claims. If Indemnitor does not notify Indemnitee within a reasonable period after Indemnitor’s receipt of notice of any Claim that Indemnitor is assuming the defense of Indemnitee, then until such defense is assumed by Indemnitor, Indemnitee shall indemnify have the Sub-Adviser from any right to defend, contest, settle or compromise such Claim in the exercise of its reasonable judgment and all lossescosts and expenses of such defense, claimscontest, damages, liabilities settlement or litigation compromise (including reasonable legal outside attorneys’ fees and other expenses) arising from the conduct will be reimbursed to Indemnitee by Indemnitor. Upon assumption of the Manager defense of any such Claim, Indemnitor will, at its own cost and expense, select legal counsel, conduct and control the defense and settlement of any suit or action which is covered by Indemnitor’s indemnity. Indemnitee shall render all cooperation and assistance reasonably requested by the SeriesIndemnitor and Indemnitor will keep Indemnitee fully apprised of the status of any Claim. Notwithstanding the foregoing, Indemnitee may, at its election and sole expense, be represented in such action by separate counsel and Indemnitee may, at its election and sole expense, assume the defense of any such action, if Indemnitee hereby waives Indemnitor’s indemnity hereunder. Unless Indemnitee waives the indemnity hereunder, in no event shall Indemnitee, as part of the settlement of any claim or proceeding covered by this indemnity or otherwise, stipulate to, admit or acknowledge any liability or wrongdoing (whether in contract, tort or otherwise) of any issue which may be covered by this indemnity without the consent of the Indemnitor (such consent not to be unreasonably withheld or delayed).

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates or such directors, officers, agents or employees are subjectsubject under a final nonappealable order or judgment or a settlement to which Sub-Adviser has consented, which consent shall not be unreasonably withheld, conditioned or delayed, and which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerNB Parties, including, but not limited to, a failure of the Manager NB Parties to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties agree to indemnify and Sub-Adviser each agree that hold harmless the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) its affiliates and (b) each of Section 1 of this Sub-Advisory Agreement (includingtheir directors, but not limited toofficers, the investment objectives, policies agents and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such directors, officers, agents or employees are subject, arising from the conduct of the Manager NB Parties or the Series.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director(a) Unless due to eSignal’s gross negligence or willful misconduct, officer or employee of the Sub-Adviser performing services for the Series in connection with eSignal’s indemnification obligations, the Sub-Advisermaximum liability of eSignal, and GAIN’s discharge maximum remedy, fur any claim of its obligations hereunder loss or damage arising from or related to this Agreement, regardless of the form of action, shall be liable for any error of judgment or mistake of law or for any loss suffered by limited to the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason greater of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, * * * , or (ii) any untrue statement of a material fact contained * * * . (b) Except in the Prospectus and SAIevent of GAIN’s gross negligence or willful misconduct, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser eSignal hereby agrees to defend, indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directorsGAIN, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agentsshareholders, subsidiaries, affiliates, employees, controlling persons agents and representatives (collectively, the “GAIN Indemnitees”) harmless from and against any and all claims, damages, liabilities, costs, losses and expenses (including, without limitation, all judgments, costs and reasonable attorneys’ fees and amounts paid in settlement or shareholders compromise of any litigation) of any kind or nature whatsoever (collectively, “Losses”) to which GAIN may become subject, insofar as such Losses arise out of or are based upon (A) any improper use by eSignal of the Trust GAIN Intellectual Property, or its shareholders for (B) any claim that the Licensed Products infringe any patents, copyrights, trademarks, trade secrets, licenses or other property rights of any third party, provided that: (i) GAIN promptly notifies eSignal in writing of any acts such action and gives eSignal sole authority and all information and assistance (at eSignal’s expense) reasonably requested by eSignal to defend or settle such claim, (ii) in the case of (B) above, such claim does not arise out of any unauthorized use of or modification to the Licensed Products, and (iii) any such costs and expenses (other than judgments or settlements negotiated by eSignal) were incurred by GAIN with eSignal’s written authorization. The duty of cooperation in litigation shall not be deemed to be a waiver of GAIN’s attorney-client, attorney work product or other legal privilege(s). (c) Except in the event of eSignal’s gross negligence or willful misconduct, GAIN hereby covenants and agrees to defend, indemnify and hold eSignal Interactive Data Corporation and their officers, directors, shareholders, subsidiaries, affiliates, employees, agents and representatives (collectively, the “eSignal Indemnitees”), harmless from and against any and all Losses to which the eSignal Indemnitees may become subject, insofar as such Losses arise out of or are based upon (A) any improper use by GAIN of the Manager eSignal Intellectual Property, or (B) any claim that the GAIN Trademarks infringe any patents, copyrights, trademarks, trade secrets, licenses or other subadviser property rights of any third party, provided that: (i) eSignal promptly notifies GAIN in writing of any such action and gives GAIN sole authority and all information and assistance (at GAIN’s expense) reasonably requested by GAIN to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser defend or settle such claim, and (ii) acts any such costs and expenses (other than judgments or settlements negotiated by GAIN) were incurred by eSignal with GAIN’s written authorization. The duty of the Subcooperation in litigation shall not be deemed to be a waiver of eSignal’ s attorney-Adviser which result from client, attorney work product or are based upon acts other legal privilege(s). (d) Neither party shall be liable under any circumstances for any indirect, special, punitive, exemplary or consequential damages, or incidental losses or damages of the Managerany kind, including, but not limited to, a failure lost profits, lost savings or loss of use of facilities or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, even if advised of the Manager to provide accurate and current information with respect to any records maintained by Manager possibility of such loss or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager if such loss or the Seriesdamage could have been reasonably foreseen; provided, however, this provision shall not limit a Party’s indemnification obligations hereunder.

Limitation of Liability; Indemnification. Neither (a) The Distributor retains the Sub-Adviser nor any director, officer or employee general rights and responsibilities associated with its employment of wholesalers and other personnel with day to day job responsibilities that are substantially dedicated to the activities (including wholesaling activities) to be performed on behalf of the SubAdviser and the Trusts (collectively, the "Distributor-employed Distribution Services Personnel"). With respect to any individuals who are not employed by the Distributor, but who are registered by the Distributor on Form U-4 in order for such individuals ("non-Distributor-employed Distribution Services Personnel", and together with the Distributor-employed Distribution Services Personnel (whether or not internal or external), collectively, the "Distribution Services Personnel") to perform activities (including wholesaling activities) on behalf of the Adviser performing services and the Trusts, the Distributor shall have the following rights exercisable at any time within its sole discretion: (i) to terminate the registration by filing Form U-5 or such other necessary and appropriate documents; (ii) to take disciplinary action, including, without limitation, making reports to regulatory bodies and authorities; (iii) to seek damages for actions taken or omissions of the Series non-Distributor-employed Distribution Services Personnel; (iv) to receive information (including, without limitation, reports and certifications) from the Adviser's Code Compliance Officer and/or Chief Compliance Officer regarding the non-Distributor-employed Distribution Services Personnel's compliance with the Adviser's Code of Ethics; and (v) to receive periodic certification from the non-Distributor-employed Distribution Services Personnel regarding his or her compliance with the manuals and policies of the Distributor. In addition, the Adviser shall provide the Distributor with, and the Distributor shall have the right to receive, copies of any reports, complaints, documents or inquiries relating to the performance of the non-Distributor-employed Distribution Services Personnel, and any information that would affect the non-Distributor-employed Distribution Services Personnel's status of, or information on, his or her Form. U-4 registration. For avoidance of confusion, it is expressly agreed and understood that all Distribution Services Personnel, whether or not Distributor-employed Distribution Services Personnel or non-Distributor-employed Distribution Services Personnel, are considered "Wholesaling Personnel" for purposes of the Distribution Agreements, and the Distributor shall be entitled to be compensated and reimbursed with respect to such Distribution Services Personnel, in accordance with the Distribution Agreements. (b) As long as the Distributor acts in good faith and complies with laws and regulations applicable to it in connection with its services hereunder and/or under the Sub-Adviser’s discharge of Distribution Agreements, the Adviser shall indemnify and hold harmless the Distributor and its obligations hereunder shall be liable for employees, agents, directors and officers from and against any error of judgment or mistake of law or for and all claims, demands, actions and suits, and from and against any loss suffered by the Manager or a Series and all judgments, liabilities, losses, damages, costs, charges and reasonable counsel fees incurred in connection with any matter therewith (collectively, "Losses") arising out of or related to which the arrangement contemplated under this Agreement relates; providedand/or the Distribution Agreements, that nothing herein contained shall be construed including but not limited to protect the Sub-Adviser or any directorall activities, officer, agent or employee actions and omissions of the Sub-Adviser against any liability Distribution Services Personnel as registered representatives of the Distributor, except to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of extent that Losses result from (i) the SubDistributor's general responsibilities as employer of Distributor-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, employed Distribution Services Personnel, or (ii) any untrue statement of a material fact contained in the Prospectus and SAIbad faith, Registration Statementwillful misfeasance, proxy materials, reports, advertisements, sales literature, negligence or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust reckless disregard by the Sub-Distributor of its express obligations and duties hereunder and/or the Distribution Agreements. (c) As long as the Adviser or any directoracts in good faith and complies with laws and regulations applicable to it in connection with its obligations hereunder, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to Distributor shall indemnify and hold harmless the Trust and the Manager Adviser and its affiliates employees, agents, directors and each of their directors, officers, agents officers from and employees against any and all lossesLosses arising out of or related to the arrangement contemplated under this Agreement and/or the Distribution Agreements, claimsincluding but not limited to all activities, damagesactions and omissions of the Distribution Services Personnel as registered representatives of the Distributor, liabilities or litigation (including reasonable legal and other expenses), except to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in extent that Losses result from (i) and the Adviser's general responsibilities as employer of non-Distributor-employed Distribution Services Personnel, or (ii) of the above paragraph; providedbad faith, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, negligence or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard by the Adviser of obligation its express obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officershereunder. (d) NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, directorsUNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, agentsINDIRECT, employeesSPECIAL, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerPUNITIVE, includingCONSEQUENTIAL OR SIMILAR DAMAGES, but not limited toINCLUDING LOST REVENUE, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the SeriesLOST PROFITS OR LOST OR DAMAGED DATA, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesEVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder A. CCG shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter the matters to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or except for a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s loss resulting from CCG's willful misfeasance, bad faith, fraud or gross negligence in the performance of the Sub-Adviser’s duties, its duties or by reason of the Sub-Adviser’s from reckless disregard by it of its obligations and duties under this Agreement. Furthermore, CCG shall not be liable for (i) any action taken or omitted to be taken in accordance with or in reliance upon written or oral instructions, advice, data, documents or information (without investigation or verification) received by CCG from or on behalf of the Trust or an officer or representative of the Trust, or from a representative of any of the Service Providers or (ii) any untrue statement action taken or omitted to be taken by the Trust or any past or current Service Provider. CCG may apply to the Trust or the Adviser at any time for instructions and may consult counsel for the Trust or the Adviser, or its own counsel, and accountants and other experts with respect to any matter arising in connection with its duties hereunder, and CCG shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction, or with the opinion of a material fact contained in the Prospectus and SAIsuch counsel, Registration Statement, proxy materials, reports, advertisements, sales literatureaccountants, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the experts. B. The Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and CCG, its affiliates and each of their directorsemployees, agents, officers, agents directors, affiliates and employees nominees (collectively, the "Indemnified Parties") from and against any and all third party claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, claims, damages, liabilities or litigation (including costs, charges, reasonable legal external counsel fees and other expenses), expenses of every nature and character which may be asserted against or incurred by any Indemnified Party or for which any Indemnified Party may be held liable (a "Claim") arising out of or in any way relating to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of CCG's actions or omissions except to the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of extent a Claim resulted from CCG's willful misfeasance, bad faith, fraud or gross negligence in the performance of his, her or its duties hereunder or from reckless disregard by it of its obligations and duties hereunder; (ii) CCG's reliance on, implementation of or use of (without investigation or verification) advice, instructions, requests, directions, information, data, records and documents received by CCG from the Trust or any Service Provider, or any representative thereof, (iii) any breach of any of the Trust's obligations, representations or warranties hereunder, or (iv) any action taken or omitted to be taken by the Trust or any past or current Service Provider. CCG shall act in good faith and in a commercially reasonable manner to mitigate any Claim. C. The Trust shall, to the fullest extent permitted by applicable law, indemnify the natural person designated as Chief Compliance Officer to the extent named as a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding arises or arose by or in the right of the Trust or other entity) by reason of histhe fact that such person serves or served as Chief Compliance Officer hereunder, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement against expenses (including, but not limited to, the investment objectivesattorneys' fees and costs), policies and restrictions applicable to the Series and qualifications of the Series as judgments, fines (including excise taxes assessed on a regulated investment company under the Code) only person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, no indemnification shall be provided if a judgment or award establishes that such person acted in gross negligence in the Allocated Portionperformance of its duties hereunder or in reckless disregard to its obligations and duties hereunder; or engaged in intentional misconduct, willful misfeasance, fraud or bath faith; or engaged in a transaction from which such person derived an improper personal benefit. The Manager Expenses incurred by the CCO in defending a threatened, pending or completed civil or criminal action, suit or proceeding shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified. D. CCG agrees to indemnify and hold harmless the Sub-Adviser Trust, its employees, agents, officers, directors, affiliates and nominees (collectively, the "Trust Indemnified Parties") from and against any and all lossesthird party Claims which may be asserted against or incurred by any Trust Indemnified Party or for which any Trust Indemnified Party may be held liable to the extent arising out of or in any way relating to (i) the Trust's willful misfeasance, claimsbad faith, damagesfraud or gross negligence in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties hereunder; or (ii) any material breach of CCG's obligations, liabilities representations or litigation (including warranties hereunder. The Trust shall act in good faith and in a commercially reasonable manner to mitigate any Claim. E. In no event and under no circumstances shall either party, its affiliates or any of its or their officers, directors, members, agents or employees be liable to anyone, including, without limitation, the other party, under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, indirect or consequential damages for any act or failure to act under any provision of this Agreement regardless of whether such damages were foreseeable and other expenses) arising from the conduct even if advised of the Manager possibility thereof. The indemnity and defense provisions set forth in this Section shall indefinitely survive the termination and/or assignment of this Agreement. F. Any person, even though also a director, officer, employee, shareholder or agent of CCG, who may be or become an officer, trustee, employee or agent of the SeriesTrust, shall be deemed, when rendering services to the Trust or acting on any business of the Trust to be acting in such capacity, and as such shall be indemnified as an officer, trustee, employee or agent of the Trust to the fullest extent permitted by law. G. It is expressly acknowledged and agreed that the obligations of the Trust hereunder shall not be binding upon any of the shareholders, Trustees, officers, employees or agents of the Trust personally, but shall bind only the trust property of the Trust.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of (a) JSC and its obligations hereunder subsidiaries and affiliates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; providedSPVE, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent stockholder, consultant or employee subcontractor, of the Sub-Adviser against SPVE, or to any liability to Trust person or a Series entity controlling SPVE or its shareholders to which the Sub-Adviser would otherwise be subject by reason any such stockholder, consultant or subcontractor of SPVE, for any cost, damage, expense or loss, including without limitation any special, indirect, consequential or punitive damages, of SPVE or any such officer, director, stockholder, consultant, subcontractor or controlling person or entity, allegedly arising out of (i) JSC's and/or its subsidiaries' and/or affiliates' failure to perform any services for SPVE hereunder or the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance misperformance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, any such service, or (ii) SPVE's or such officer's, director's, stockholder's, consultant's, subcontractor's or controlling person's or entity's reliance on any untrue statement advice or data JSC and/or its subsidiaries and affiliates may provide to SPVE pursuant to this Agreement. (b) SPVE shall indemnify JSC and each of a material fact contained in the Prospectus its subsidiaries, affiliates, officers, directors, employees, consultants and SAIsubcontractors, Registration Statementand any Person or entity controlling JSC, proxy materials, reports, advertisements, sales literatureits subsidiaries or affiliates, or other materials pertaining to the Allocated Portion any such consultant or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify subcontractor and shall hold harmless the Trust and the Manager JSC and its subsidiaries and affiliates and each of their directorssuch officer, officersdirector, agents employee, consultant, sub-contractor and employees controlling person or entity, harmless against any and all lossesdamage, claimsloss, damages, liabilities cost or litigation expense (including court costs and reasonable legal attorneys' fees) which JSC, and other expenses)its subsidiaries and affiliates, to which the Manager or any such officer, director, employee, consultant, sub-contractor or controlling Person or entity, may sustain or incur by reason of any claim, demand, suit or recovery by any Person or entity arising in connection with this Agreement or out of JSC's, its affiliates subsidiaries' or such directorsaffiliates', officersor any consultant's or subcontractor's, agents or employees are subjectperformance of JSC's obligations under this Agreement, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is officer of JSC may benefit from the Sub-Adviser’s foregoing indemnity in favor the event of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasancehis serious criminal conduct, bad faith, fraud or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Seriesdishonesty.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) The Member shall not be held liable, responsible, or accountable in damages, otherwise, toward the Sub-Adviser’s willful misfeasanceCompany or any other person for (1) any act or omitted action performed under the scope of power of this Agreement and/or the Statutes. Except for deeds or omitted actions as “Judicially Determined” that cause fraudulence, gross negligence, unintentional or intentional misconduct; (2) the Company and Agreement termination in accordance to the terms provided; (3) any performance enacted or omitted by the Member, any act in which the Member reasonably perceived and believed to be within the advice of attorneys, accountants, or other professionals and reputable advisers with relevant matters toward the Company, including those taken that violates the law but were taken or enacted under dilatory tactic or in bad faith; (4) any conduct of a person preferred by the Member. The Member herein shall include any estate, or negligence in the performance heir, personal representative, receiver, successor, trustee, assignee, and /or transferee of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or Member. (ii) The Member shall not be held liable, responsible, or accountable in damages, otherwise, toward the Company or any untrue statement other person for (1) any act or omitted action performed under the scope of a material fact contained power of this Agreement and/or the Statutes. Except for acts or omitted actions as “Judicially Determined” that cause fraudulence, gross negligence, unintentional or intentional misconduct; (2) the Company and Agreement termination in accordance to the Prospectus terms provided; (3) any performance enacted or omitted by the Member, any act in which the Member reasonably perceived and SAIbelieved to be within the advice of attorneys, Registration Statement, proxy materials, reports, advertisements, sales literatureaccountants, or other materials pertaining to professionals and reputable advisers with relevant matters toward the Allocated Portion Company, including those taken that violates the law but were taken or the Sub-Adviser enacted under dilatory tactic or the omission to state therein in bad faith; (4) any conduct of a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust person preferred by the Sub-Adviser or Member. The Member herein shall include any directorestate, officerheir, agent or employee personal representative, receiver, successor, trustee, assignee, and /or transferee of the Sub-Adviser for use therein. Member. (iii) The Sub-Adviser agrees to Company shall indemnify and hold the Member as harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees from any actions against any and all losses, claimsliabilities, damages, liabilities losses, costs, and expenditures, liquidated or litigation not, known or unknown, and any claim incurred by the Company. Hence, the Company and its business affairs are indemnifiable against any conduct done by the Member under the standards set herein. (including reasonable legal and other expenses), iv) All rights that the Member contains regarding the indemnification under this Agreement shall be cumulative to any right in which the Manager Member is under this Agreement shall survive the dissolution, liquidation, or termination of the Company, as well as the death, removal or insolvency of the Member in action. (v) Termination of any of these claims or threatened claims against the Member by judgment, order, settlement, or upon a plea of nolo contendere, or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser equivalent shall not cause the Member to be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series excluded from indemnification unless and until Judicially Determined not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Series.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by any of the Manager NB Parties, the Trust or a the Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining relating to the Allocated Portion or the Sub-Adviser (or omission of such statement) contained in the Prospectus, SAI proxy materials, annual and semi-annual reports to shareholders of the Series, sales literature or other disclosure materials furnished to any of the NB Parties or the Series by the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees (each, an “NB Indemnified Party”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are an NB Indemnified Party is subject caused by the Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person NB Indemnified Party deemed to protect such other persons against any liability to which such person NB Indemnified Party would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to any of the Manager its NB Parties or any of their respective officers, directors, agents, employees, controlling persons or shareholders shareholders, or to the Trust or its the Series or shareholders of the Series for (i) any acts of the Manager an NB Party or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and or (ii) acts of the Sub-Adviser which result from or are based upon acts of any of the ManagerNB Parties, including, but not limited to, a failure of the Manager an NB Party to provide accurate and current information with respect to any records maintained by Manager the NB Party or any other subadviser sub-adviser to the Series, which records are not also maintained by . The NB Parties agree to indemnify and hold harmless the Sub-Adviser orand its affiliates and each of their directors, to the extent such records relate to the portion of the assets managed by the Sub-Adviserofficers, otherwise available to the Sub-Adviser upon reasonable request. The Manager agents and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such directors, officers, agents or employees are subject, arising from the conduct of the Manager NB Parties or the Series.

Limitation of Liability; Indemnification. Neither the (a) The Sub-Adviser nor any director, officer or employee shall have responsibility for the accuracy and completeness of the Sub-Adviser performing services for Disclosure furnished to the Sub-Adviser by the Manager. (b) The Sub-Adviser shall be liable to the Series in connection with for any loss (including transaction costs) arising solely from the Sub-Adviser’s discharge Disabling Conduct (as set forth in clause (c) below. (c) The Sub-Adviser shall indemnify and hold harmless the Trust with respect to each Series managed by the Sub-Adviser, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the Securities Act of 1933, as amended, (the “1933 Act”) (any such person, an “Indemnified Party”) against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the Securities Exchange Act of 1934, as amended, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) (collectively, “Losses”) that arise out of or based upon: (i) a material breach by the Sub-Adviser of this Agreement or a material breach of the representations and warranties made by the Sub-Adviser herein; (ii) the Sub-Adviser’s performance or non-performance of its duties hereunder to the extent that the Sub-Adviser has acted with willful misfeasance, bad faith, gross negligence or with reckless disregard of its obligations and duties hereunder or (iii) any untrue statement or alleged untrue statement of a material fact, solely with respect to the Sub-Adviser Disclosure, contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact, solely with respect to the Sub-Adviser Disclosure, required to be stated therein or necessary to make the statements therein not misleading (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other written acknowledgment of the Sub-Adviser from and after the time that such Disclosure Document has been reviewed by the Sub-Adviser, as contemplated in Section 2) (the foregoing (i)-(iii), collectively, “Disabling Conduct”); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office with the Trust. (e) For purposes of clarification, and subject to the above provisions of this Section 8, except with respect to Sub-Adviser Disclosure, the Sub-Adviser shall not be liable for any error of judgment or mistake of law law, or for any loss suffered by arising out of any act or omission in the Manager or a Series provision of investment advisory services, provided that nothing in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a the Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of Disabling Conduct. (if) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations The Manager shall indemnify and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or hold harmless the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee and each affiliated person of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities Losses that arise out of or litigation (including reasonable legal and other expenses), to which are based upon the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts actions of the Manager or any other subadviser sub-adviser of the Series. (g) Notwithstanding any of the foregoing to the Series with respect contrary, the provisions of this Agreement will not be construed so as to provide for the portion exculpation or indemnification of any person for any liability (including, without limitation, liability under federal securities laws (which includes liability for violation of the assets of Series not managed by Subanti-Adviser and (ii) acts fraud provisions contained in Section 206 of the Sub-Adviser which result from or are based upon acts of the ManagerAdvisers Act) which, includingunder certain circumstances, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser orimpose liability even on persons that act in good faith), to the extent such records relate (but only to the portion of the assets managed by the Sub-Adviserextent) that such liability may not be waived, otherwise available modified or limited under applicable law, but will be construed so as to effectuate such provisions to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Series.fullest extent permitted by law

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that the Sub-Adviser shall be responsible for and shall indemnify the NB Indemnities for losses arising out of or resulting from a “Trade Error” (as defined in the compliance manual of the Fund, as the same may be amended from time to time) caused by the negligent action or negligent omission of the Sub-Adviser. It is acknowledged and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. In no case is shall the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager or its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager it or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager agrees to indemnify and Sub-Adviser each agree that hold harmless the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) its affiliates and (b) each of Section 1 of this Sub-Advisory Agreement (includingtheir directors, but not limited toofficers, the investment objectives, policies agents and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such directors, officers, agents or employees are subject, arising from the conduct of the Manager or the Series.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that the Sub-Adviser shall be responsible for and shall indemnify the NB Indemnities for losses arising out of or resulting from a “Trade Error” (as defined in the compliance manual of the Fund, as the same may be amended from time to time) caused by the negligent action or negligent omission of the Sub-Adviser. It is acknowledged and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. In no case is shall the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager Manager, its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by the Manager or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager agrees to indemnify and Sub-Adviser each agree that hold harmless the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) its affiliates and (b) each of Section 1 of this Sub-Advisory Agreement (includingtheir directors, but not limited toofficers, the investment objectives, policies agents and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such directors, officers, agents or employees are subject, arising from the conduct of the Manager Manager, the Series, or the SeriesTrust.

Limitation of Liability; Indemnification. Neither (a) The Administrator may, with respect to questions of law, apply for and obtain the Sub-Adviser nor any directoradvice and opinion of legal counsel, officer and with respect to the application of generally accepted accounting principles or employee federal tax accounting principles, apply for and obtain the advice and opinion of accounting experts, at the reasonable expense of the Sub-Adviser performing services Fund. The Administrator shall obtain prior permission of the Fund before obtaining the advice and opinion of legal or accounting experts at the expense of the Fund, and shall not use any counsel or accounting experts to which the Fund shall reasonably object. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with this subparagraph (a). (b) The Administrator shall not be liable to the Fund, for any action taken or omitted to be taken by the Series Administrator in connection with the Sub-Adviser’s discharge performance of any of its duties or obligations hereunder under this Agreement, and the Fund shall be liable for any error of judgment or mistake of law or for any loss suffered indemnify the Administrator and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Manager Administrator in or a Series by reason of any pending, threatened or contemplated action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator in connection with the performance of any matter to which of its duties or obligations under this Agreement relatesAgreement; provided, however, that nothing contained herein contained shall protect or be construed deemed to protect the Sub-Adviser Administrator against or any director, officer, agent entitle or employee be deemed to entitle the Administrator to indemnification in respect of the Sub-Adviser against any liability to Trust or a Series the Administrator, the Fund or its shareholders security holders to which the Sub-Adviser Administrator, as the case may be, would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, faith or gross negligence in the performance of the Sub-Adviser’s its duties, or by reason of the Sub-Adviser’s its reckless disregard of its duties and obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to . Such expenses shall be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust paid by the Sub-Adviser or any director, officer, agent or employee Fund in advance of the Sub-Adviser final disposition of such matter upon invoice by the Administrator and receipt by the Fund of an undertaking from the Administrator to repay such amounts if it shall ultimately be established that the Administrator is not entitled to payment of such expenses hereunder. (c) As used in this Paragraph 4, the term “Administrator” shall include any affiliates of the Administrator performing services for use therein. The Sub-Adviser agrees to indemnify the Fund contemplated hereby, and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which of the Manager or its affiliates Administrator or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Seriesaffiliates.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against employeesagainst any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Series.

Limitation of Liability; Indemnification. (a) Neither the Sub-Adviser nor any director, officer officer, employee or employee affiliate of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent agent, employee or employee affiliate of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) losses arising out of the Sub-Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s duties's duties hereunder, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining relating to the Allocated Portion or the Sub-Adviser (or omission of such statement) contained in the Prospectus and SAI, proxy materials, reports, sales literature, or other disclosure materials furnished to any of the NB Parties or the Series by the Sub-Adviser or any director, officer, agent, employee or its affiliate or the omission to state therein a material fact known to the Sub-Adviser or any director, officer, agent, employee or its affiliate which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser or affiliate for use therein. . (b) The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees (each, an “NB Indemnified Party”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which a NB Indemnified Party is subject caused by the disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that the Sub-Adviser shall be responsible for and shall indemnify the NB Indemnities for losses arising out of or resulting from a “Trade Error” (as defined in the compliance manual of the Fund, as the same may be amended from time to time) caused by the negligent action or negligent omission of the Sub-Adviser. It is acknowledged and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. In no case is the Sub-Adviser’s indemnity in favor of any NB Indemnified Party deemed to protect such other persons against any liability to which such NB Indemnified Party would otherwise be subject by reasons of willful misfeasance, bad faith, or negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligations and duties under this Agreement. (c) The Sub-Adviser, PH and its Affiliates shall not be liable to any of the NB Parties or any of their respective partners, officers, directors, agents, employees, controlling persons or shareholders, or to the Trust or the shareholders of the Series for (i) any acts of an NB Party or any other sub-adviser to the Series or (ii) acts of the Sub- Adviser or its Affiliates which result from or are based upon acts of any of the NB Parties, including, but not limited to, a failure of an NB Party to provide accurate and current information with respect to any records maintained by the NB Party or any other sub-adviser to the Series. (d) The NB Parties agree to indemnify and hold harmless the Sub-Adviser and its affiliates and each of their partners, directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager Sub-Adviser or its affiliates or such partners, directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager NB Parties or the Series.

Limitation of Liability; Indemnification. Neither (a) The parties hereto acknowledge and agree that the Sub-Adviser nor any director, officer or employee Transition Services are provided by the Provider: (i) at the request of the SubRecipient in order to accommodate it following the Closing; (ii) at the Provider’s actual out-Adviser performing services for of-pocket cost (if any) and with no expectation of profit being made by the Series in connection Provider thereon; and (iii) with the Sub-Adviser’s discharge expectation that the Provider is not assuming any financial or operational risks, including those usually assumed by a service provider, except for those risks explicitly set forth herein. Accordingly, the Buyer agrees (on behalf of itself and its obligations hereunder Subsidiaries and Affiliates and the directors, officers, employees, consultants, representatives, and agents of any of the foregoing) that, absent gross negligence or willful misconduct, the Provider, its Subsidiaries, the Excluded Subsidiaries and its Affiliates and the directors, officers, employees, consultants, representatives, and agents of any of the foregoing (collectively, the “Provider Parties”) shall not be liable for any error Damages (whether or not arising out of judgment third-party claims and whether or mistake of law not such Damages are foreseeable) arising out of, resulting from or for any loss suffered caused by the Manager Transition Services or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the Provider Parties’ performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or . (iib) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser Provider agrees to indemnify and hold harmless the Trust Recipient, its Subsidiaries and its Affiliates and the Manager and its affiliates and each of their directors, officers, employees, consultants, representatives, and agents of any of the foregoing harmless from and employees against any Damages (whether or not arising out of third-party claims and all losses, claims, damages, liabilities whether or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or not such directors, officers, agents or employees Damages are subject, foreseeable) which are sustained or suffered by any of them arising out of, resulting from or caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence or knowing and willful misconduct of a Provider Party in connection with the performance provision of his, her or its duties or Transition Services by reason such Provider Party. (c) Nothing in this Agreement shall prevent a party hereto from seeking recourse against the other party for any breach of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Series.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer (a) KSC shall have no responsibility or employee of the Sub-Adviser performing services liability for the Series in connection with the Sub-Adviser’s discharge accuracy or completeness of its obligations hereunder shall be liable for any error of judgment or mistake of law Subscriber Data or for any loss suffered use of Subscriber Data by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or person other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use thereinthan KSC. The Sub-Adviser Subscriber agrees to indemnify and hold harmless the Trust KSC from and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such any person would otherwise be subject due to any actual or alleged inaccuracy or incompleteness or other problem with any Subscriber Data or the use of any Subscriber Data by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager any person other than KSC. (b) Neither KSC nor its officers, directors, agents, employees or affiliates will be liable to Subscriber or any other person for any loss of profits, loss of use, or for any other damages suffered or costs and expenses incurred by Subscriber, any customer or account of Subscriber or any third party, of any nature or from any cause whatsoever, whether direct, special, incidental, consequential, or the like, arising out of or related to: (i) this Agreement; (ii) use by any such person or account of any product or service provided under this Agreement; (iii) KSC's failure or refusal to accept, display, execute, clear and/or settle any transaction entered or executed or attempted to be entered or executed by Subscriber or any other person; (iv) the installation, furnishing, performance, maintenance, or use of (or inability to use) any computer hardware, software, peripherals, cabling, network services, databases, manuals or any other materials or services other than KSC Applications (whether or not provided or arranged by KSC); (v) any act or omission of any securities exchange, market or any other person designated by Subscriber pursuant to an Attachment to process orders for Subscriber; (vi) any loss of or damage to Subscriber Data; and (vii) losses caused by any non-KSC product or service (for which items Subscriber's exclusive remedy is from the manufacturer or supplier of such product or service). Under no circumstances shall KSC be liable for exemplary or punitive damages. Neither party will bring an action against the other more than one (1) year after the cause of action arose. (c) Notwithstanding any other provision of this Agreement, and without creating any obligation for KSC to do so, KSC reserves the right, in its sole discretion, and without prior notice to Subscriber, to reject, cancel or refuse to enter, display, execute and/or clear and settle any transaction, the acceptance, display, execution or settlement and clearance of which would, in KSC's sole determination, violate any applicable law, rule or regulation, including any applicable rule or regulation of any exchange or other self-regulatory organization having jurisdiction or authority. (d) Subscriber agrees to indemnify and hold harmless and, at Subscriber's expense, to defend KSC, its officers, directors, employees, agents, affiliates, controlling persons (within the meaning of applicable securities laws), successors and assigns ("Indemnified Parties") from and against any cost, expense, liability, claim, loss or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Managerdamage, includingdirect, but not limited toconsequential, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation incidental and/or punitive in nature (including reasonable legal fees and other expenses) arising from the conduct to which any such Indemnified Party may become subject, insofar as such cost, expense, liability, claim, loss or damage arises out of, in connection with, or relates to any breach by Subscriber of any of the Manager terms of this Agreement, any claim by Subscriber or the Series.any third party for which KSC is not liable under paragraphs (a) or (b) hereof or any misuse of a product provided hereunder or malicious conduct by Subscriber or any person using a product by or through Subscriber; provided, however, that KSC must promptly notify Subscriber in writing of any such claim, action or proceeding, unless to do so

Limitation of Liability; Indemnification. Neither To the Sub-Adviser nor any directormaximum extent permitted by applicable law, officer or employee the entire liability of the Sub-Adviser performing services intuit, its affiliates and suppliers for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder all claims relating to this agreement shall be limited to the amount you paid for one membership term during the twelve (12) months prior to such claim. Subject to applicable law, Intuit, its affiliates and suppliers are not liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability following: (a) indirect, special, incidental, punitive or consequential damages; (b) damages relating to Trust failures of telecommunications, the internet, electronic communications, corruption, security, loss or a Series theft of data, viruses, spyware, loss of business, revenue, profits or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faithinvestment, or negligence in the performance use of software or hardware that does not meet intuit systems requirements. The above limitations apply even if Intuit and its affiliates and suppliers have been advised of the Sub-Adviser’s dutiespossibility of such damages. This agreement sets forth the entire liability of intuit, or by reason of the Sub-Adviser’s reckless disregard of its obligations affiliates and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining your exclusive remedy with respect to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use thereinservices and its use. The Sub-Adviser agrees You agree to indemnify and hold harmless the Trust and the Manager Intuit and its affiliates Affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser Suppliers harmless from any and all losses, claims, damagesliability and expenses, liabilities or litigation (including reasonable legal attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). By way of example, you agree to indemnify Intuit resulting from any suit or proceeding based upon a claim arising (i) by reason of your performance or non-performance under this Agreement; (ii) arising out of your use of the Intuit Marks in any manner whatsoever except in the form expressly licensed under this Agreement; (iii) a breach of any representation, warranty, or obligation made by Participant contained in the terms of this Agreement, and/or (iv) for any personal injury, product liability, or other expenses) claim arising from the conduct promotion and/or provision of products or services by you. Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims. You agree to reimburse Intuit upon demand for any expenses reasonably incurred by Intuit in defending such claim, including, without limitation, attorney's fees and costs, as well as any judgment or settlement of the Manager claim or proceeding. In no event may you enter into any third party agreements which would in any manner whatsoever affect the Seriesrights of, or bind Intuit in any manner without the prior written consent of Intuit.

Limitation of Liability; Indemnification. Neither (a) The Distributor retains the Sub-Adviser nor any director, officer or employee general rights and responsibilities associated with its employment of wholesalers and other personnel with day to day job responsibilities that are substantially dedicated to the activities (including wholesaling activities) to be performed on behalf of the SubAdviser and the Trust (collectively, the "Distributor-Adviser performing services employed Distribution Services Personnel"). With respect to any individuals who are not employed by the Distributor, but who are registered by the Distributor on Form U-4 in order for the Series in connection such individuals ("non-Distributor-employed Distribution Services Personnel"), and together with the SubDistributor-Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment employed Distribution Services Personnel (whether or mistake of law not internal or for any loss suffered by external), collectively, the Manager or a Series in connection with any matter "Distribution Services Personnel") to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee perform activities (including wholesaling activities) on behalf of the Sub-Adviser against and the Trust, the Distributor shall have the following rights exercisable at any liability to Trust or a Series or time within its shareholders to which the Sub-Adviser would otherwise be subject by reason of sole discretion: (i) to terminate the Subregistration by filing Form U-5 or such other necessary and appropriate documents; (ii) to take disciplinary action, including, without limitation, making reports to regulatory bodies and authorities; (iii) to seek damages for actions taken or omissions of the non-Distributor-employed Distribution Services Personnel; (iv) to receive information (including, without limitation, reports and certifications) from the Adviser’s willful misfeasance's Code Compliance Officer and/or Chief Compliance Officer regarding the non-Distributor-employed Distribution Services Personnel's compliance with the Adviser's Code of Ethics; and (v) to receive periodic certification from the non-Distributor-employed Distribution Services Personnel regarding his or her compliance with the manuals and policies of the Distributor. In addition, bad faiththe Adviser shall provide the Distributor with, and the Distributor shall have the right to receive, copies of any reports, complaints, documents or negligence in inquiries relating to the performance of the Subnon-Adviser’s dutiesDistributor-employed Distribution Services Personnel, and any information that would affect the non-Distributor-employed Distribution Services Personnel's status of, or by reason information on, his or her Form U-4 registration. For avoidance of confusion, it is expressly agreed and understood that all Distribution Services Personnel, whether or not Distributor-employed Distribution Services Personnel or non-Distributor-employed Distribution Services Personnel, are considered "Wholesaling Personnel" for purposes of the SubDistribution Agreement, and the Distributor shall be entitled to be compensated and reimbursed with respect to such Distributor employed Distribution Services Personnel and reimbursed with respect to the non-Adviser’s Distributor employed Distribution Services Personnel, in accordance with the Distribution Agreement. (b) Subject to Section 7(a), the Distributor shall not be liable to the Adviser or the Trust for any action taken or omitted by it in the absence of bad faith, willful misfeasance, gross negligence or reckless disregard by it (or its agents or employees) of its obligations and duties under this Agreement or the Distribution Agreement. For purposes of clarification, it is expressly agreed and understood that non-Distributor-employed Distribution Services Personnel are not agents or employees of the Distributor, and Distributor shall have no liability for the actions taken or omitted by the non-Distributor-employed Distribution Services Personnel even the instance of bad faith, willful misfeasance, gross negligence or reckless disregard by such non-Distributor-employed Distribution Services Personnel of their obligations and duties. As long as the Distributor acts in good faith and complies with laws and regulations applicable to it in connection with its services hereunder and/or under the Distribution Agreement, the Adviser shall indemnify and hold harmless the Distributor and its employees, agents, directors and officers from and against, any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges and reasonable counsel fees incurred in connection therewith (collectively, "Losses") arising out of or related to the arrangement contemplated under this Agreement and/or the Distribution Agreement, including but not limited to all activities, actions and omissions of the Distribution Services Personnel as registered representatives of the Distributor, except to the extent that Losses result from (i) the Distributor's general responsibilities as employer of Distributor-employed Distribution Services Personnel, or (ii) any untrue statement of a material fact contained in the Prospectus and SAIbad faith, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard by the Distributor of obligation its express obligations and duties under this hereunder and/or the Distribution Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Series.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any directormember, partner, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any directormember, officer, agent or employee of the Sub-Adviser against any liability to the Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful 's wilful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any directormember, officer, agent or employee of the Sub-Adviser for use thereintherein provided that the Sub-Adviser knew or should have known when it provided such information that it contained such untrue statement of a material fact or omitted a required fact. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates (other than persons or other entities who are affiliates solely by reason of ownership of shares of the Series) and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expensesexpenses (collectively, “Losses”)), to which the Trust, Manager or its affiliates (other than persons or other entities who are affiliates solely by reason of ownership of shares of the Series) or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that the Sub-Adviser shall be responsible for and shall indemnify the Trust and the Manager for losses arising out of or resulting from a “Trade Error” as defined in the compliance manual of the Fund, as the same may be amended from time to time caused by the negligent action or negligent omission of the Sub-Adviser. It is acknowledged and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. In no case is shall the Sub-Adviser’s indemnity in favor of any person be deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful wilful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager or its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by the Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager it or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager agrees to indemnify and Sub-Adviser each agree that hold harmless the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) its affiliates and (b) each of Section 1 of this Sub-Advisory Agreement (includingtheir members, but not limited topartners officers, the investment objectives, policies agents and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such members, partners, officers, agents or employees are subject, arising from the conduct of the Manager or the SeriesSeries or the Trust. Notwithstanding the generality of the foregoing, “Losses” shall not include indirect, consequential, special or punitive losses, howsoever arising, or loss of profit or opportunity. Notwithstanding anything herein to the contrary, the Sub-Adviser will not be liable for any act, omission, error or breach of contract by any broker, dealer, counterparty or person carrying out similar services in respect of the Allocated Portion; provided, however, that the Sub-Adviser will exercise commercially reasonable care to the extent it is required to select any broker or dealer and will take all steps necessary to reasonably assist the Manager in recovering any losses from such entities or persons. Nothing in this Agreement shall exclude or restrict any duty or liability to the Manager which the Sub-Adviser may have under the Regulatory System (as defined in the FCA rules).

Limitation of Liability; Indemnification. Neither (a) In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on the part of the Non-Discretionary Sub-Adviser, neither the Non-Discretionary Sub-Adviser nor any directorof its directors, officer officers, agents or employee of the Sub-Adviser performing services for the Series in connection with employees shall be subject to liability to VIA, the Sub-Adviser’s discharge , the Investment Company, or any shareholder of its obligations hereunder shall be liable the Investment Company for any error of judgment or mistake of law or any other act or omission in the course of, or connected with, rendering non-discretionary model portfolio services hereunder or for any loss suffered losses that may be sustained in the purchase, holding, or sale of any security or other instrument by the Manager Advisory Account or a Series in connection with any matter the Fund. (b) Notwithstanding Section 11(a), to which this Agreement relates; provided, the extent that nothing herein contained shall be construed to protect VIA or the Sub-Adviser is subject to any claims, suits, controversies, judgments, losses, awards or settlements (including without limitation, reasonable attorneys’ fees) (collectively, a “Liability”) caused by, arising out of or attributable to (i) any directorfailure of the Non-Discretionary Sub-Adviser to fulfill any of its obligations under this Agreement, officer(ii) a breach by the Non-Discretionary Sub-Adviser of any representation, agent warranty or employee covenant in this Agreement, or (iii) any negligence, willful misconduct or violation of or non-compliance with law on the part of the Non-Discretionary Sub-Adviser relating to the performance of or failure to perform any of its duties and obligations under this Agreement, the Non-Discretionary Sub-Adviser shall indemnify VIA or the Sub-Adviser, as applicable, and each of its affiliates, officers, directors, agents and employees for such Liability. (c) To the extent that the Non-Discretionary Sub-Adviser is subject to a Liability caused by, arising out of or attributable to (i) any failure of the Sub-Adviser against to fulfill any liability to Trust of its obligations under this Agreement or a Series or its shareholders to which under the agreement between the Sub-Adviser would otherwise be subject and VIA, (ii) a breach by reason the Sub-Adviser of any representation, warranty or covenant in this Agreement, (iiii) any negligence, willful misconduct or violation of or non-compliance with law on the part of the Sub-Adviser relating to the performance of or failure to perform its discretionary investment management services with respect to the Funds or its duties and obligations under this Agreement, and (iv) the Sub-Adviser’s deviation from the Model Portfolios in managing the Advisory Account, the Sub-Adviser shall indemnify the Non-Discretionary Sub-Adviser and each of its affiliates, officers, directors, agents and employees. (d) To the extent that the Non-Discretionary Sub-Adviser is subject to a Liability caused by, arising out of or attributable to (i) any failure of VIA to fulfill any of its obligations under this Agreement or under the agreement between the Sub-Adviser and VIA, (ii) a breach by VIA of any representation, warranty or covenant in this Agreement, (iii) any negligence, willful misfeasance, bad faith, misconduct or negligence in violation of or non-compliance with law on the part of VIA relating to the performance of or failure to perform its discretionary investment management services with respect to the Sub-Adviser’s duties, Funds or by reason of the Sub-Adviser’s reckless disregard of its duties and obligations and duties under this Agreement, (iv) VIA’s deviation, or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known VIA’s instructions to the Sub-Adviser which was required to be stated therein deviate, from the Model Portfolios in managing the Advisory Account, and (v) any action or necessary failure to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust act by the Investment Company or a Fund, VIA shall indemnify the Non-Discretionary Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directorsits affiliates, officers, directors, agents and employees against any and all losses, claims, damages, liabilities or litigation employees. (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (ie) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against No party hereto shall bear any liability to the other parties for any loss of profits (whether direct or indirect), or for any indirect, incidental, consequential or special damages of any form, incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such person would otherwise claim may be subject by reasons brought. (f) A party seeking indemnification hereunder (“Indemnified Party”) will not, without the prior written consent of willful misfeasancethe party from whom indemnification is sought (the “Indemnifying Party”), bad faithsettle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or gross negligence proceeding in respect of which indemnification may be sought hereunder (whether or not such Indemnifying Party is an actual or potential party to such claim, action, suit or proceeding). (g) Each Indemnified Party shall promptly notify the performance Indemnifying Party of hisany action commenced against it for which indemnification may be sought hereunder, her but an Indemnified Party’s delay or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any indemnification obligation it may have hereunder so long as the Indemnifying Party has not been materially prejudiced by such delay or failure. If the Indemnifying Party so elects, the Indemnifying Party will assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of fees and disbursements of such counsel, and the Indemnifying Party shall not thereafter be liable to the Manager its officersIndemnified Party for any additional expenses. In the event, directorshowever, agents, employees, controlling persons such counsel has a conflict of interest or shareholders or if the Indemnifying Party fails to employ counsel reasonably satisfactory to the Trust Indemnified Party, in either case in a timely manner, then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel. In any action or proceeding the defense of which the Indemnifying Party assumes, the Indemnified Party will have the right to participate in such litigation and to retain counsel at its shareholders for own expense. (ih) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 provisions of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications Section 11 shall survive any expiration or termination of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Seriesthis Agreement.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees against employeesagainst any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officersNB Parties theirofficers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerNB Parties, including, but not limited to, a failure of the Manager NB Parties to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager NB Parties shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager NB Parties or the Series.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if (x) the Sub-Adviser was provided the opportunity to review in advance such Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials in advance and to provide written comments thereon within a reasonable time, and (y) such statement or omission was made in reliance upon information furnished in writing to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager NB Parties to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager NB Parties shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager NB Parties or the Series.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder TNC shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter the matters to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or except for a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviserloss resulting from TNC’s willful misfeasancemalfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s duties, its duties or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement. Furthermore, TNC shall not be liable for: (i) any action taken or omitted to be taken in accordance with or in reliance upon written or oral instructions, advice, data, documents or information (without investigation or verification) received by TNC from or on behalf of the Trust, or from a representative of any of the Service Providers; or (ii) any untrue statement action taken or omitted to be taken by the Trust or any past or current Service Provider. TNC may apply to the Trust at any time for instructions and may consult counsel for the Trust, or its own counsel, and with accountants and other experts with respect to any matter arising in connection with its duties hereunder, and TNC shall not be liable or accountable for any action taken or omitted to be taken by it in good faith in accordance with such instruction, or with the opinion of a material fact contained in the Prospectus and SAIsuch counsel, Registration Statement, proxy materials, reports, advertisements, sales literatureaccountants, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use thereinexperts. The Sub-Adviser Trust agrees to indemnify and hold harmless the Trust and the Manager and TNC, its affiliates and each of their directorsemployees, agents, officers, agents directors, affiliates and employees nominees (collectively, the “TNC Indemnified Parties”) from and against any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, claims, damages, liabilities or litigation (including costs, charges, reasonable legal counsel fees and other expenses), to expenses of every nature and character (a “Claim”) which the Manager may be asserted against or its affiliates incurred by any TNC Indemnified Party or such directors, officers, agents for which any TNC Indemnified Party may be held liable arising out of or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in any relating to: (i) and (ii) of TNC’s actions or omissions except to the above paragraph; provided, however, that in no case is the Sub-Adviserextent a Claim resulted from TNC’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties hereunder or from reckless disregard by it of its obligations and duties hereunder; (ii) TNC’s reliance on, implementation of or use of (without investigation or verification) advice, instructions, requests, directions, information, data, records and documents received by TNC from the Trust or any Service Provider, or any representative thereof; (iii) any breach of any of the Trust’s obligations, representations or warranties hereunder; or (iv) any action taken or omitted to be taken by the Trust or any past or current Service Provider. The Trust shall, to the fullest extent permitted by applicable law, indemnify the natural person designated as Chief Compliance Officer (“CCO”) to the extent named as a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not such action, suit or proceeding, arises or arose by or in the right of the Trust or other entity) by reason of histhe fact that such person serves or served as Chief Compliance Officer hereunder, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement against expenses (including, but not limited to, the investment objectivesattorneys fees and costs), policies and restrictions applicable to the Series and qualifications of the Series as judgments, fines (including excise taxes assessed on a regulated investment company under the Code) only person with respect to any employee benefit plan) and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, no indemnification shall be provided if a final unappealable judgment or award establishes that such person engaged in intentional misconduct or a transaction from which such person derived an improper personal benefit. Expenses incurred by the Allocated PortionChief Compliance Officer in defending a threatened, pending or completed civil or criminal action, suit or proceeding (as described above) shall be paid by the Trust in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Trust. In no event and under no circumstances shall TNC, its affiliates or any of its or their officers, directors, members, agents or employees, be liable to anyone, including, without limitation, the other party, under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, exemplary, punitive, special, indirect or consequential damages for any act or failure to act under any provision of this Agreement regardless of whether such damages were foreseeable and even if advised of the possibility thereof. The Manager indemnity and defense provisions set forth in this Section shall indemnify indefinitely survive the Sub-Adviser from termination and/or assignment of this Agreement. Notwithstanding any and all lossesother provision of this Agreement, claimsTNC’s liabilities under this Agreement, damageswhether under contract law, liabilities tort law, warranty or litigation (including reasonable legal and other expenses) arising from otherwise, shall be limited to direct damages not to exceed the conduct amounts actually received by TNC under this Agreement during the 12 months prior to the date of the Manager action giving rise to the claim. Any person, even though also a director, officer, employee, shareholder or agent of TNC, who may be or becomes an officer, trustee, employee or agent of the SeriesTrust, when rendering services to the Trust or acting on any business of the Trust, shall be indemnified as an officer of the Trust to the fullest extent permitted by law.

Limitation of Liability; Indemnification. Neither (a) The Distributor retains the Sub-Adviser nor any director, officer or employee general rights and responsibilities associated with its employment of wholesalers and other personnel with day to day job responsibilities that are substantially dedicated to the activities (including wholesaling activities) to be performed on behalf of the SubAdviser and the Trust (collectively, the “Distributor-Adviser performing services employed Distribution Services Personnel”). With respect to any individuals who are not employed by the Distributor, but who are registered by the Distributor on Form U-4 in order for the Series in connection such individuals (“non-Distributor-employed Distribution Services Personnel”, and together with the SubDistributor-Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment employed Distribution Services Personnel (whether or mistake of law not internal or for any loss suffered by external), collectively, the Manager or a Series in connection with any matter “Distribution Services Personnel”) to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee perform activities (including wholesaling activities) on behalf of the Sub-Adviser against and the Trust, the Distributor shall have the following rights exercisable at any liability to Trust or a Series or time within its shareholders to which the Sub-Adviser would otherwise be subject by reason of sole discretion: (i) to terminate the Subregistration by filing Form U-5 or such other necessary and appropriate documents; (ii) to take disciplinary action, including, without limitation, making reports to regulatory bodies and authorities; (iii) to seek damages for actions taken or omissions of the non-Distributor-employed Distribution Services Personnel; (iv) to receive information (including, without limitation, reports and certifications) from the Adviser’s willful misfeasanceCode Compliance Officer and/or Chief Compliance Officer regarding the non-Distributor-employed Distribution Services Personnel’s compliance with the Adviser’s Code of Ethics; and (v) to receive periodic certification from the non-Distributor-employed Distribution Services Personnel regarding his or her compliance with the manuals and policies of the Distributor. In addition, bad faiththe Adviser shall provide the Distributor with, and the Distributor shall have the right to receive, copies of any reports, complaints, documents or negligence in inquiries relating to the performance of the Subnon-AdviserDistributor-employed Distribution Services Personnel, and any information that would affect the non-Distributor-employed Distribution Services Personnel’s dutiesstatus of, or by reason information on, his or her Form U-4 registration. For avoidance of confusion, it is expressly agreed and understood that all Distribution Services Personnel, whether or not Distributor-employed Distribution Services Personnel or non-Distributor-employed Distribution Services Personnel, are considered “Wholesaling Personnel” for purposes of the Sub-Adviser’s Distribution Agreement, and the Distributor shall be entitled to be compensated and reimbursed with respect to such Distribution Services Personnel, in accordance with the Distribution Agreement. (b) Subject to Section 7(a), the Distributor shall not be liable to the Adviser or the Trust for any action taken or omitted by it in the absence of bad faith, willful misfeasance, gross negligence or reckless disregard by it (or its agents or employees other than the Distribution Services Personnel) of its obligations and duties under this Agreement or the Distribution Agreement. As long as the Distributor acts in good faith and complies with laws and regulations applicable to it in connection with its services hereunder and/or under the Distribution Agreement, the Adviser shall indemnify and hold harmless the Distributor and its employees, agents, directors and officers from and against, any and all claims, demands, actions and suits, and from and against any and all judgments, liabilities, losses, damages, costs, charges and reasonable counsel fees incurred in connection therewith (collectively, “Losses”) arising out of or related to the arrangement contemplated under this Agreement and/or the Distribution Agreement, including but not limited to all activities, actions and omissions of the Distribution Services Personnel as registered representatives of the Distributor, except to the extent that Losses result from (i) the Distributor’s general responsibilities as employer of Distribution Services Personnel, or (ii) any untrue statement of a material fact contained in the Prospectus and SAIbad faith, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard by the Distributor of obligation its express obligations and duties under this hereunder and/or the Distribution Agreement. The Sub-Adviser shall not be liable to the Manager its officers. (c) NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, directorsUNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, agentsINDIRECT, employeesSPECIAL, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerPUNITIVE, includingCONSEQUENTIAL OR SIMILAR DAMAGES, but not limited toINCLUDING LOST REVENUE, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the SeriesLOST PROFITS OR LOST OR DAMAGED DATA, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesEVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder (a) The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series Fund in connection with any matter the matters to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or except a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of the Sub-Adviser’s duties, its duties or by reason of the Sub-Adviser’s from reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or (ii) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literaturethe Prospectuses or in any application or other document executed by or on behalf of the Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof (“Blue Sky Application”) or arise out of, or other materials pertaining to are based upon, the Allocated Portion omission or the Sub-Adviser or the alleged omission to state therein a material fact known required to be stated therein or necessary to make the statements therein not misleading; or (ii) arise out of, or are based upon, any breach of the representations, warranties or covenants of the Fund contained in this Agreement; provided, however, that the Fund shall not be liable in any case to the Subextent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectus or any Blue Sky Application with respect to the Fund in reliance upon and in conformity with any Agent Provided Information, or arising out of the failure of the Distributor or any sub-Adviser placement agent to deliver a current Prospectus. (c) The Distributor will indemnify and hold harmless the Fund and its several officers and trustees, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which was any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Manager or the Trust by the Sub-Adviser Fund or any director, officer, agent of its several officers by or employee on behalf of the Sub-Adviser Distributor specifically for use inclusion therein, and will reimburse the Fund and its several officers, trustees and such controlling persons for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim. (d) An indemnified person under this Section 8 (the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party”) of any loss, damage, expense, liability or claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8(b) or (c) hereof (a “Claim”), specifying in reasonable detail the nature of the loss, damage, expense, liability or claim for which indemnification is sought, except that any delay or failure so to notify such Indemnifying Party shall only relieve such Indemnifying Party of its obligations hereunder to the extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure. (e) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Sub-Adviser agrees Indemnified Party shall have the right to indemnify employ separate counsel in such action, suit or proceeding and hold harmless participate in such defense thereof, but the Trust fees and expenses of such separate counsel shall be at the Manager and its affiliates and each expense of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the above paragraph; providedsame counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in no case is the Sub-Adviser’s indemnity in favor of connection with any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasanceone action, bad faithsuit or proceeding or separate but substantially similar or related actions, suits or gross negligence proceedings in the performance same jurisdiction arising out of his, her the same general allegations or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not circumstances be liable to for the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for reasonable fees and expenses of only one separate firm of attorneys (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect in addition to any records maintained by Manager local counsel) at any time for all such Indemnified Parties not having actual or any other subadviser to potential differing interests with the SeriesIndemnifying Party or among themselves, which records are not also maintained firm shall be designated in writing by the Sub-Adviser or, to the extent an authorized representative of such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager parties and Sub-Adviser each agree that the Sub-Adviser all such fees and expenses shall manage the Allocated Portion be reimbursed promptly as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Series.they are

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerNB Parties, including, but not limited to, a failure of the Manager NB Parties to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties agree to indemnify and Sub-Adviser each agree that hold harmless the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) its affiliates and (b) each of Section 1 of this Sub-Advisory Agreement (includingtheir directors, but not limited toofficers, the investment objectives, policies agents and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such directors, officers, agents or employees are subject, arising from the conduct of the Manager NB Parties or the Series.

Limitation of Liability; Indemnification. Neither To the Sub-full extent permitted by applicable law, the Adviser nor (and its officers, managers, partners, agents, employees, controlling persons, members and any directorother person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Company for any action taken or omitted to be taken by the Adviser (and and its officers, officer managers, partners, agents, employees, controlling persons, members and any other person or employee of entity affiliated with any such person or entity or with the Sub-Adviser performing services for the Series Adviser) in connection with the Sub-performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s discharge of its duties or obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which under this Agreement relates; providedor otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, that nothing contained herein contained shall protect or be construed deemed to protect the Sub-Adviser Indemnified Parties against or any directorentitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series the Company or its shareholders security holders to which the Sub-Adviser Indemnified Parties would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, faith or gross negligence in the performance of his, her or its the Adviser’s duties or by reason of his, her or its the reckless disregard of obligation the Adviser’s duties and duties obligations under this AgreementAgreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). The Sub-Adviser Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be liable to the Manager its officers, directors, agents, employees, controlling persons so limited or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series waived in accordance with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Serieslaw.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s 's disabling conduct as provided in (i) and (ii) of the above paragraphparagraph ("Disabling Conduct"); provided, however, that in no case is the Sub-Adviser’s 's indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree , provided, in all cases, that the liability was not attributable to a Disabling Conduct of the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesAdviser.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s 's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s 's willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that the Sub-Adviser shall be responsible for and shall indemnify the NB Indemnities for losses arising out of or resulting from a “Trade Error” (as defined in the compliance manual of the Fund, as the same may be amended from time to time) caused by the negligent action or negligent omission of the Sub-Adviser. It is acknowledged and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. In no case is shall the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the ManagerNB Parties, including, but not limited to, a failure of the Manager NB Parties to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties agree to indemnify and Sub-Adviser each agree that hold harmless the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) its affiliates and (b) each of Section 1 of this Sub-Advisory Agreement (includingtheir directors, but not limited toofficers, the investment objectives, policies agents and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which the Sub-Adviser or its affiliates or such directors, officers, agents or employees are subject, arising from the conduct of the Manager NB Parties, the Series, or the SeriesTrust.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any directorpartner, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’’s discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’’s willful misfeasance, bad faithfaith or gross negligence, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact pertaining to the Sub-Adviser contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, advertisements or sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser literature or the omission to state therein a material fact known pertaining to the Sub-Adviser which was required to be stated therein or necessary to make the statements regarding the Sub-Adviser therein not misleading, but only if and to the extent such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser specifically for use thereinin such document. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the shall Sub-Adviser’s indemnity in favor of Adviser be required to indemnify any such person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its NB Parties, their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager NB Parties or any other subadviser sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and or (ii) acts of the Sub-Adviser which result from or are based upon acts or directions of the ManagerNB Parties or the Trust (or any of their agents) or information provided by the NB Parties or the Trust (or any of their agents), including, but not limited to, a failure of the Manager NB Parties or the Trust to provide accurate and current information with respect to any records maintained by Manager NB Parties or any other subadviser sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to as if the Allocated PortionPortion were a separate operating portfolio of the Trust and without regard to any other holdings, transactions, income of the Series. The Manager NB Parties shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal fees and other expenses) arising from the conduct of the Manager NB Parties, the Trust or the Series. After receipt by the NB Parties or Sub-Adviser or any party entitled to be indemnified under this Agreement (the “Indemnified Party”) of notice of commencement of any action if a claim in respect thereof is to be made against any person obligated to provide indemnification pursuant to this Agreement (the “Indemnifying Party”), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this Agreement except to the extent that the failure to provide such notice results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be borne by the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party against any loss or liability by reason of such settlement of judgment to the extent provided by this Agreement.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder (a) The Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series Fund in connection with any matter the matters to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or except a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s loss resulting from willful misfeasance, bad faith, faith or gross negligence on its part in the performance of the Sub-Adviser’s duties, its duties or by reason of the Sub-Adviser’s from reckless disregard by it of its obligations and duties under this Agreement. The Distributor shall not be liable for any damages arising out of any action or omission to act by any prior service provider of the Fund or for any failure to discover any such error or omission (provided that this sentence shall not apply where the Distributor was the prior service provider). Notwithstanding anything in this Agreement to the contrary, the Distributor shall not be liable for damages occurring directly or indirectly by reason of circumstances beyond its reasonable control. (b) The Fund agrees that it will indemnify, defend and hold harmless the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which the Distributor, its several officers, and directors, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) (i) arise out of, or (ii) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literaturethe Prospectuses or in any application or other document executed by or on behalf of the Fund or are based upon information furnished by or on behalf of the Fund filed in any state in order to qualify the Shares under the securities or blue sky laws thereof (“Blue Sky Application”) or arise out of, or other materials pertaining to are based upon, the Allocated Portion omission or the Sub-Adviser or the alleged omission to state therein a material fact known required to be stated therein or necessary to make the statements therein not misleading; or (ii) arise out of, or are based upon, any breach of the representations, warranties or covenants of the Fund contained in this Agreement; provided, however, that the Fund shall not be liable in any case to the Sub-Adviser extent that such loss, claim, damage or liability arises out of, or is based upon, any untrue statement, alleged untrue statement, or omission or alleged omission made in the Registration Statement, the Prospectus or any Blue Sky Application with respect to the Fund in reliance upon and in conformity with any information furnished in writing by the Distributor, or on the Distributor’s behalf, to the Fund expressly for use in the Registration Statement or the Prospectus, or arising out of the failure of the Distributor to deliver a current Prospectus. (c) The Distributor will indemnify and hold harmless the Fund and its several officers and Directors, and any person who controls the Fund within the meaning of Section 15 of the Securities Act, from and against any losses, claims, damages or liabilities, joint or several, to which was any of them may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Blue Sky Application, or arise out of, or are based upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such which statement or omission was made in reliance upon and in conformity with information furnished in writing to the Manager Fund or any of its several officers by or on behalf of the Trust Distributor specifically for inclusion therein, and will reimburse the Fund and its several officers, Directors and such controlling persons for any legal or other expenses reasonably incurred by any of them in investigating, defending or preparing to defend any such action, proceeding or claim. (d) At the request and direction of the Fund, the Distributor enters into Sub-Placement Agent Agreements. The Distributor will not be obligated to make payments to any such Sub-Placement Agent unless the Distributor has received an authorized payment from the Fund. In addition, to the extent that the Distributor is requested or required by the Fund to enter into Sub-Adviser Placement Agent Agreements, the Distributor and each of its affiliates, members, shareholders, directors, officers, partners, employees, agents, successors or assigns (“Distributor Associates”) shall not be liable to the Fund for any action or inaction of any Distributor Associate except to the extent of direct Losses1 finally determined by a court of competent jurisdiction to have resulted solely from the gross negligence, willful misconduct or fraud of the Distributor in the performance of the Distributor’s duties, obligations, representations, warranties or indemnities under a Sub-Placement Agent Agreement. Under no circumstances shall Distributor Associates be liable for Losses that are indirect, special, incidental, consequential, punitive, exemplary or enhanced or that represent lost profits, opportunity costs or diminution of value. The Fund shall indemnify, defend and hold harmless Distributor Associates from and against Losses (including legal fees and costs to enforce this provision) that Distributor Associates suffer, incur, or pay as a result of any third-party claim or claim among the parties arising out of the subject matter of or otherwise in any way related to a Sub-Placement Agent Agreement (“Claims”). Any expenses (including legal fees and costs) incurred by Distributor Associates in defending or responding to any Claims (or in enforcing this provision) shall be paid by the Fund on a quarterly basis prior to the final disposition of such matter upon receipt by the Fund of an undertaking by the Distributor to repay such amount if it shall be determined that a Distributor Associate is not entitled to be indemnified. Notwithstanding the foregoing, nothing contained in this paragraph or elsewhere in this Agreement shall constitute a waiver by the Fund of any of its legal rights available under U.S. federal securities laws or any directorother laws whose applicability is not permitted to be contractually waived. (e) An indemnified person under this Section 8 (the “Indemnified Party”) shall give written notice to the other party (the “Indemnifying Party”) of any loss, officerdamage, agent expense, liability or employee claim in respect of which the Indemnifying Party has a duty to indemnify such Indemnified Party under Section 8(b) or (c) hereof (a “Claim”), specifying in reasonable detail the nature of the Sub-Adviser loss, damage, expense, liability or claim for use thereinwhich indemnification is sought, except that any delay or failure so to notify such Indemnifying Party shall only relieve such Indemnifying Party of its obligations hereunder to the extent, if at all, that such Indemnifying Party is actually prejudiced by reason of such delay or failure. 1 As used in this paragraph, the term “Losses” means any and all compensatory, direct, indirect, special, incidental, consequential, punitive, exemplary, enhanced or other damages, settlement payments, attorneys’ fees, costs, damages, charges, expenses, interest, applicable taxes or other losses of any kind. (f) If a Claim results from any action, suit or proceeding brought or asserted against an Indemnified Party, the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses. The Sub-Adviser Indemnified Party shall have the right to employ separate counsel in such action, suit or proceeding and participate in such defense thereof, but the fees and expenses of such separate counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such fees and expenses, (ii) the Indemnifying Party has failed within a reasonable time to assume the defense and employ counsel or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Indemnified Party and Indemnifying Party and such Indemnified Party shall have been advised by its counsel that representation of such Indemnified Party and Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between the Indemnifying Party and the Indemnified Party (in which case the Indemnifying Party shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Indemnified Party). It is understood, however, that the Indemnifying Party shall, in connection with any one action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties not having actual or potential differing interests with the Indemnifying Party or among themselves, which firm shall be designated in writing by an authorized representative of such parties and that all such fees and expenses shall be reimbursed promptly as they are incurred. The Indemnifying Party shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Indemnifying Party agrees to indemnify and hold harmless the Trust any Indemnified Party from and the Manager and its affiliates and each of their directors, officers, agents and employees against any loss, liability, damage or expense by reason by such settlement or judgment. (g) With respect to any Claim not within Section 8(e) hereof, the Indemnifying Party shall have twenty (20) days from receipt of notice from the Indemnified Party of such Claim within which to respond thereto. If the Indemnifying Party does not respond within such twenty-day period, it shall be deemed to have accepted responsibility to make payment and all shall have no further right to contest the validity of such Claim. If the Indemnifying Party notifies the Indemnified Party within such twenty-day period that it rejects such Claim in whole or in part, the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party under applicable law. (h) If the indemnification provided for in this Section 8 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless in respect of any losses, claims, damages, expenses, liabilities or litigation (including reasonable legal and other claims referred to therein, then each applicable Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, damages, expenses), liabilities or claims in such proportion as is appropriate to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in reflect (i) the relative benefits received by the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, from the offering of the Shares; or (ii) if, but only if, the allocation provided for in clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the above paragraph; providedIndemnified Party, howeveron the one hand, and of the Indemnifying Party, on the other, in connection with any statements or omissions or other matters which resulted in such losses, damages, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the parties hereto shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by such party, on one hand, or by the other party, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party hereto as a result of the losses, damages, expenses, liabilities and claims referred to in this subsection shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating, preparing to defend or defending any proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in no case is this Section 8(g). No person guilty of fraudulent misrepresentation (within the Sub-Adviser’s indemnity in favor meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person deemed who was not guilty of such fraudulent misrepresentation. (i) Notwithstanding any other provisions in this Section 8, no party shall be entitled to protect such other persons indemnification or contribution under this Agreement against any liability to which loss, claim, liability, expense or damage arising by reason of such person would otherwise be subject by reasons of person’s willful misfeasance, bad faith, faith or gross negligence in the performance of his, her or its duties hereunder or by reason of his, her or its such person’s reckless disregard of obligation such person’s obligations and duties under thereunder. (j) The indemnity and contribution agreements contained in this Agreement. The Sub-Adviser shall not be liable to Section 8 and the Manager its officerscovenants, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts warranties and representations of the Manager parties contained in this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Fund, its, Directors or officers or any other subadviser to person (including each officer or Director of such person) who controls the Series with respect to Fund within the portion meaning of Section 15 of the assets of Series not managed by Sub-Adviser and (ii) acts Securities Act or Section 20 of the Sub-Adviser which result from Exchange Act, or are based upon acts by or on behalf of the ManagerDistributor, including, but not limited to, a failure its directors or officers or any person who controls the Distributor within the meaning of Section 15 of the Manager to provide accurate and current information with respect to any records maintained by Manager Securities Act or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion Section 20 of the assets managed by the Sub-AdviserExchange Act, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 survive any termination of this Sub-Advisory Agreement (including, but not limited to, or the investment objectives, policies issuance and restrictions applicable to the Series and qualifications delivery of the Series as a regulated investment company under the CodeShares. (k) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all lossesIN NO EVENT WILL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANY OTHER PERSON OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, claimsINCIDENTAL, damagesSPECIAL OR INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesEVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor The Consultant, and its members, affiliates, agents, officers and employees shall not be liable for any directoracts, officer omissions, error of judgment or employee of the Sub-Adviser performing services for the Series loss suffered by Travelers in connection with the Sub-Adviser’s discharge management of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any investment portfolio, except loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s resulting from willful misfeasance, bad faith, faith or gross negligence in the performance by the Consultant and its members, affiliates, agents, officers and employees of the Sub-Adviser’s dutiesobligations and duties hereunder, or by reason of the Sub-Adviser’s Consultant's reckless disregard of its obligations and duties hereunder. Travelers shall indemnify the Consultant, and its members, affiliates, officers and employees (an "Indemnified Person") against losses, liabilities or costs resulting from their acts, omissions or errors of judgment in the performance of services under this Agreement, including services requested by Travelers Chief Executive Officer of Chief Financial Officer, or (ii) any untrue statement of a material fact contained in except those resulting from the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, gross negligence, bad faith, faith or gross negligence reckless disregard of an Indemnified Person in the performance of hisits obligations and duties, her or its duties in the case of criminal proceedings where an Indemnified Person had reasonable cause to believe those acts or omissions to be unlawful or by reason of his, her or its the Consultant's reckless disregard of obligation its obligations and duties hereunder. Travelers shall advance to an Indemnified Person reasonable attorney's fees and other costs and expenses incurred in connection with defense of any action or proceeding arising out of such performance or non-performance. The Consultant agrees, and each other Indemnified Person will agree, that in the event such Indemnified Person receives any such advance, such Indemnified Person shall reimburse Travelers for such fees, costs and expenses to the extent that it shall be determined that such Indemnified Person was not entitled to indemnification under this AgreementSection 10. The Sub-Adviser Notwithstanding any of the foregoing to the contrary, the provisions of this Section 10 shall not be liable construed so as to relieve (or attempt to relieve) the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager Consultant or any other subadviser to the Series with respect to the portion Indemnified Person of the assets of Series not managed by Sub-Adviser and any liability (ii) acts of the Sub-Adviser which result from or are based upon acts of the Managerincluding liability under U.S. federal securities laws which, includingunder certain circumstances, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser orimpose liability even on persons that act in good faith), to the extent such records relate (but only to the portion extent) that such liability may not be waived, modified or limited under applicable law, but shall be construed so as to effectuate the provisions of the assets managed by the Sub-Adviser, otherwise available this Section 10 to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Seriesfullest extent permitted by law.

Limitation of Liability; Indemnification. Neither Sub-Sublandlord shall not be liable for any damage to the Sub-Adviser nor Subleased Premises or any directorinjury to persons sustained by Sub-Subtenant or its employees, officer agents, invitees, guests, or employee other persons caused by conditions or activities on the Sub-Subleased Premises or the Building (including, without limitation, the Cafeteria, Fitness Center, Bike Room or Shower Facilities), or activities of Sub-Subtenant in or upon the Building (including, without limitation, use of the Cafeteria, Fitness Center, Bike Room or Shower Facilities), except to the extent any loss, cost, damage or expense is attributable to the gross negligence or intentional misconduct of Sub-Sublandlord or its agents or employees, and subject to the waiver of subrogation provisions hereof and in the Sublease. Subject to the waiver of subrogation provisions set forth in subsection (b), below, except to the extent caused by the negligence or willful misconduct of Sub-Sublandlord or its agents or employees, (each of the foregoing, an “Indemnified Party”), Sub-Subtenant hereby indemnifies and saves harmless the non-negligent Indemnified Parties from any liability, loss, cost or expense (including, without limitation, reasonable attorneys’ fees) arising out of (i) Sub-Subtenant’s use or occupancy of the Sub-Adviser performing services for Subleased Premises, the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment Cafeteria, Fitness Center, Bike Room or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) Shower Facilities and (ii) Sub-Subtenant’s failure to keep, observe or perform any of the above paragraph; providedterms, howeverprovisions, that in no case is the covenants, conditions and obligations on Sub-AdviserSubtenant’s indemnity in favor of any person deemed part to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasancekept, bad faith, observed or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties performed under this Agreement. The Sub-Adviser shall not be liable Sublease. Subject to the Manager its officerswaiver of subrogation provisions set forth in subsection (b), directorsbelow, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, except to the extent such records relate caused by the negligence or willful misconduct of Sub-Subtenant or Sublandlord, Sub-Sublandlord hereby indemnifies and saves harmless Sub-Subtenant from any liability, loss, cost or expense (including, without limitation, reasonable attorneys’ fees) arising out of Sub-Sublandlord’s failure to the portion keep, observe or perform any of the assets managed by the terms, provisions, covenants, conditions and obligations on Sub-AdviserSublandlord’s part to be kept, otherwise available to the observed or performed under this Sub-Adviser upon reasonable requestSublease. The Manager Sub-Subtenant’s and Sub-Adviser each agree that Sublandlord’s obligation hereunder shall survive the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 termination of this Sub-Advisory Agreement (includingSublease. Unless carried by Sublandlord, but not limited toSub-Subtenant shall carry all insurance, the investment objectives, policies in form and restrictions applicable to the Series and qualifications substance as required of the Series as a regulated investment company Sub-Sublandlord under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesSublease.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor (a) Medical Mutual may rely upon and act upon any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder shall be liable for writing from any error of judgment or mistake of law or for any loss suffered person authorized by the Manager Employer to give instructions concerning the program and may conclusively rely upon and be protected in acting upon any written order from the Employer or a Series in connection with upon any matter to which this Agreement relates; providedother notice, that nothing herein contained shall be construed to protect the Sub-Adviser or any directorrequest, officerconsent, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literaturecertificate, or other materials pertaining instructions or paper reasonably believed by it to have been executed by a duly Authorized Person, so long as it acts in good faith in taking or omitting to take any such action. Medical Mutual need not inquire as to the Allocated Portion basis in fact of any statement in writing received from the Employer or any other party authorized by the Sub-Adviser or the omission Employer to state therein a material fact known act with respect to the Sub-Adviser which was required program. Medical Mutual shall be entitled to be stated therein or necessary to make rely upon the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust provided by the Sub-Adviser or any director, officer, agent or employee Employer in performance of the Sub-Adviser for use thereinits duties hereunder. The Sub-Adviser agrees to Employer shall indemnify and hold harmless the Trust and the Manager Medical Mutual and its successors, parents, subsidiaries and affiliates and each all of their respective officers, directors, officersemployees, agents agents, successors and employees permitted assigns (the “Medical Mutual Parties”) harmless against any and all liabilities, losses, claims, damages, liabilities costs or litigation expenses (including reasonable legal fees and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of whatsoever kind and nature which may be imposed on, incurred by or asserted against Medical Mutual at any time to the above paragraph; providedextent such liability, howeverloss or expense results from the Employer’s negligence, that in no case is breach of the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faithterms hereof, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties willful misconduct under this Agreement. The Sub-Adviser Medical Mutual shall indemnify and hold the Employer and its successors, parents, subsidiaries and affiliates and all of their respective officers, directors, employees, agents, successors and permitted assigns (the “Employer Parties”) harmless against any and all liabilities, losses, costs or expenses (including reasonable legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Employer Parties at any time to the extent such liability, loss or expense results from Medical Mutual’s gross negligence, Breach of the terms hereof, or willful misconduct under this Agreement. Further, the Employer shall indemnify and hold Medical Mutual harmless against any and all liabilities, losses, costs or expenses (including reasonable legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against Medical Mutual at any time in connection with (i) services performed by Medical Mutual in accordance with the terms of this Agreement, (ii) Medical Mutual’s having acted upon the directions of the Employer hereunder, or (iii) Medical Mutual’s having failed to act as a result of the Employer’s directions not to act, or in the absence of Employer directions. Whenever a party becomes aware of a claim that may be subject to the provisions of this Section, it shall notify the other party as soon as practicable, and both parties shall reasonably cooperate in the resolution of such matter. Neither party shall be liable to the Manager its officersother for any indirect, directorsincidental, agentsconsequential, employeesspecial delay, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Seriespunitive damages whatsoever.

Limitation of Liability; Indemnification. Neither (a) The Sub-Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of legal counsel, and with respect to the application of generally accepted accounting principles or Federal Tax accounting principles, apply for and obtain the advice and opinion of accounting experts, at the reasonable expense of the Trust. The Sub-Administrator shall obtain prior permission of the Trust or PIM before obtaining the advice and opinion of legal or accounting experts at the expense of the Trust, and shall not use any counsel or accounting experts to which the Trust or PIM shall reasonably object. The Sub-Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with this paragraph. (b) The Sub-Administrator shall not be liable to the Trust or PIM for any action taken or omitted to be taken by the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series Administrator in connection with the performance of any of its duties or obligations under this Agreement, and PIM shall indemnify the Sub-Adviser’s discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered Administrator and hold the Sub-Administrator harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Manager Sub-Administrator in or a Series by reason of any pending, threatened or contemplated action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Sub-Administrator in connection with the performance of any matter to which of its duties or obligations under this Agreement relatesAgreement; provided, however, that nothing contained herein contained shall protect or be construed deemed to protect the Sub-Adviser Administrator against or any director, officer, agent entitle or employee of be deemed to entitle the Sub-Adviser against Administrator to indemnification in respect of any liability to the Sub-Administrator, the Trust or a Series or its shareholders security holders to which the Sub-Adviser Administrator would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, faith or gross negligence in the performance of hisits duties, her or its duties or by reason of his, her or its reckless disregard of obligation its duties and duties obligations under this Agreement. The Such expenses shall be paid by the Trust in advance of the final disposition of such matter upon invoice by the Sub-Adviser shall not be liable to Administrator and receipt by PIM of an undertaking from the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and Administrator to repay such amounts if it shall ultimately be established that the Sub-Administrator is not entitled to payment of such expenses hereunder. (iic) acts As used in this Paragraph 3, the term "Sub-Administrator" shall include any affiliates of the Sub-Adviser which result from or are based upon acts Administrator performing services for the Trust contemplated hereby, and trustees, officers, agents and employees of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent Administrator or such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable requestaffiliates. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of As used in this Sub-Advisory Agreement (including, but not limited toParagraph 3, the investment objectivesterm "PIM" shall include any affiliates of PIM performing services for the Trust contemplated hereby, policies and restrictions applicable to the Series Trustees, officers, agents and qualifications employees of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities PIM or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Seriessuch affiliate.

Limitation of Liability; Indemnification. Neither (a) The Adviser agrees that the Sub-Adviser shall not be a fiduciary or have any responsibilities with respect to any Fund assets other than the Assets. Except as may otherwise be specifically required by applicable law, neither the Sub-Adviser nor any directorof the Sub-Adviser's affiliates, officer and their respective principals, shareholders, directors, officers and employees (collectively, "Related Persons") shall be liable or employee responsible for any damage, loss or expense incurred by reason of any act or omission of the Adviser in violation of this Agreement, any dealer or broker selected in good faith by the Sub-Adviser, the Custodian or any other person or entity which is a fiduciary with respect to the Assets. Except as otherwise required by, and to the extent permitted under, applicable law, neither the Sub-Adviser nor any Related Person shall be liable or responsible for any damage, loss or expense incurred or caused by reason of any error in judgment or any action taken or omitted in good faith which does not constitute a violation of any fiduciary duty or result from the gross negligence, fraud, willful misfeasance or bad faith of the Sub-Adviser performing services for or the Series in connection with Related Person, or the Sub-Adviser’s discharge 's reckless disregard of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter and duties under this Agreement. (b) The Adviser agrees to which this Agreement relates; provideddefend, that nothing herein contained shall be construed to protect indemnify and hold harmless the Sub-Adviser, its officers, directors, members, employees and/or agents from any and all claims, losses, damages, liabilities, costs and/or expenses directly resulting from the Adviser's violation of any of the terms of this Agreement, or from any action or omission of the Adviser involving the gross negligence, fraud, willful misfeasance or bad faith of the Adviser, or by reason of the Adviser's reckless disregard of its obligations and duties under this Agreement. Notwithstanding the foregoing, in the event of any claims, losses, damages, liabilities, costs and/or expenses directly resulting from the Sub-Adviser's violation of any of the terms of this Agreement, or any director, officer, agent or employee action and/or omission of the Sub-Adviser against any liability which (i) are relative to Trust the services performed or a Series or its shareholders to which have been performed by the Sub-Adviser would otherwise be subject by reason of pursuant to this Agreement and (iii) result from the Sub-Adviser’s 's own gross negligence, fraud, willful misfeasance, misfeasance or bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s 's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleadingshall defend, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust Adviser and the Manager Fund, and its affiliates and each of their respective officers, directors, officersmembers, agents employees and/or agents. The Adviser and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties 's obligations under this Agreement. The Sub-Adviser paragraph shall not be liable to survive the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 termination of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesAgreement.

Limitation of Liability; Indemnification. Neither (a) The Administrator or PIM may, with respect to questions of law, apply for and obtain the Sub-Adviser nor any directoradvice and opinion of legal counsel, officer and with respect to the application of generally accepted accounting principles or employee Federal Tax accounting principles, apply for and obtain the advice and opinion of accounting experts, at the reasonable expense of the Sub-Adviser performing services Trust. The Administrator shall obtain prior permission of the Trust or PIM before obtaining the advice and opinion of legal or accounting experts at the expense of the Trust, and shall not use any counselor accounting experts to which the Trust or PIM shall reasonably object. The Administrator and PIM shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with this paragraph. (b) The Administrator shall not be liable to the Trust or PIM, nor shall PIM be liable to the Administrator or the Trust, for any action taken or omitted to be taken by the Series Administrator or PIM, as the case may be, in connection with the Sub-Adviser’s discharge performance of its any of their respective duties or obligations hereunder under this Agreement, and Trust shall be liable for any error indemnify the Administrator and PIM and hold each of judgment or mistake of law or for any loss suffered them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Manager Administrator or a Series PIM, as the case may be, in or by reason of any pending, threatened or contemplated action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator or PIM, as the case may be, in connection with the performance of any matter to which of their respective duties or obligations under this Agreement relatesAgreement; provided, however, that nothing contained herein contained shall protect or be construed deemed to protect the Sub-Adviser Administrator or any director, officer, agent PIM against or employee entitle or be deemed to entitle the Administrator or PIM to indemnification in respect of the Sub-Adviser against any liability to the Administrator, PIM, the Trust or a Series or its shareholders security holders to which the Sub-Adviser Administrator or PIM, as the case may be, would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, faith or gross negligence in the performance of hisits duties, her or its duties or by reason of his, her or its reckless disregard of obligation its duties and duties obligations under this Agreement. The Sub-Adviser Such expenses shall be paid by the Trust in advance of the final disposition of such matter upon invoice by the Administrator or PIM, as the case may be, and receipt by the Trust of an undertaking from the Administrator or PIM, as the case may be, to repay such amounts if it shall ultimately be established that the Administrator is not be liable entitled to payment of such expenses hereunder. (c) As used in this Paragraph 5, the Manager its term "Administrator" shall include any affiliates of the Administrator performing services for the Trust contemplated hereby, and trustees, officers, directorsagents and employees of the Administrator or such affiliates. As used in this Paragraph 5, agents, employees, controlling persons or shareholders or to the term "PIM" shall include any affiliates of PIM performing services for the Trust contemplated hereby, and Trustees, officers, agents and employees of PIM or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Seriesaffiliate.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any directorThe duties of SEI shall be confined to those expressly set forth herein, officer and no implied duties are assumed by or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder may be asserted against SEI hereunder. SEI shall not be liable for any error of judgment or mistake of law or for any loss suffered by arising out of any investment, or for any act or omission, including, without limitation, any act or omission in the Manager performance of its duties under this Agreement, except to the extent liability or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect loss from the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, faith or negligence in the performance of the Sub-Adviser’s dutiesSEI, or by reason of the Sub-Adviser’s SEI's reckless disregard of its obligations and duties under this AgreementAgreement (collectively, "SEI Disabling Conduct"). As used in this Article 8, the term "SEI" shall include SEI, its affiliates and their respective directors, officers and employees. SEI shall not be responsible for the Feeder Fund's compliance with its applicable investment policies, and any laws and regulations governing the manner in which the Feeder Fund's assets may be invested, and shall not be responsible for any liabilities or losses attributable to non-compliance with such investment policies, laws and regulations. UNDER NO CIRCUMSTANCES SHALL SEI OR THE FEEDER FUND BE LIABLE FOR ANY SPECIAL, INDIRECT PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (iiINCLUDING LOST PROFITS, INCOME, SAVINGS, BUSINESS, OR GOODWILL) any untrue statement of a material fact contained in the Prospectus and SAIIN CONNECTION WITH ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT, Registration StatementREGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, proxy materialsTORT (INCLUDING NEGLIGENCE), reportsSTRICT LIABILITY, advertisementsBREACH OF WARRANTY, sales literatureOR ANY OTHER THEORY, or other materials pertaining EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (Collectively, "Consequential Damages"). Subject to the Allocated Portion or disclaimer of Consequential Damages set forth above in this Article 8, the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleadingFeeder Fund assumes full responsibility for, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to and shall indemnify and hold SEI harmless the Trust from and the Manager against any and its affiliates all actions, suits, proceedings and each of their directorsclaims, officerswhether groundless or otherwise, agents and employees from and against any and all losses, claims, damages, costs, charges, judgments, reasonable counsel fees and disbursements, payments, expenses and liabilities or litigation (including reasonable legal and other investigation expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in ) ("Liabilities") arising out of (i) and any error of judgment of the Feeder Fund or SEI, any investment made by or on behalf of the Feeder Fund, or any act or omission of the Feeder Fund or SEI including, without limitation, any act or omission of SEI in the performance of its duties under this Agreement, except to the extent any such Liabilities result from any SEI Disabling Conduct, or (ii) the willful misfeasance, bad faith or negligence of the Feeder Fund. Notwithstanding anything in this Agreement to the contrary, for purposes of this Article 8, any Liability of SEI described in the preceding sentence that results from an arbitration award, judicial order, undisputed contractual obligation or a reasonable settlement by SEI, in each case, in connection with a claim by or dispute with a third party against SEI under an existing contractual obligation owing by SEI to such third party or under applicable law, rules or regulations, shall be deemed to be a direct damage (and, therefore, subject to the Feeder Fund's indemnification obligation under this Article 8) and shall not be considered Consequential Damages subject to disclaimer of Consequential Damages set forth above in this Article 8. Subject to the disclaimer of Consequential Damages set forth above in this Article 8, SEI assumes full responsibility for, and shall indemnify the Feeder Fund (including, for purposes of this paragraph, its affiliates and their respective directors, officers and employees) and hold them harmless from and against any and all actions, suits, proceedings and claims, whether groundless or otherwise, and from and against any and all Liabilities arising out of any SEI Disabling Conduct, including, without limitation, any error of judgment of SEI or any act or omission of SEI in the performance of its duties under this Agreement or otherwise, which, in each case, arise out of SEI Disabling Conduct. Notwithstanding anything in this Agreement to the contrary, for purposes of this Article 8, any Liability of the Feeder Fund described in the preceding sentence that results from an arbitration award, judicial order, undisputed contractual obligation or a reasonable settlement by the Feeder Fund, in each case, in connection with a claim by or dispute with a third party against the Feeder Fund under an existing contractual obligation owing by the Feeder Fund to such third party or under applicable law, rules or regulations, shall be deemed to be a direct damage (and, therefore, subject to SEI's indemnification obligation under this Article 8) and shall not be considered Consequential Damages subject to disclaimer of Consequential Damages set forth above in this Article 8. The indemnity and defense provisions set forth in this Agreement shall indefinitely survive the termination of this Agreement with respect to any event occurring during the Term of this Agreement. If a party hereto (an "Indemnifying Party") is asked to indemnify another party hereto (an "Indemnified Party") pursuant to this indemnification provision, the Indemnifying Party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Indemnifying Party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by such Indemnifying Party and satisfactory to the Indemnified Party, whose approval shall not be unreasonably withheld. In the event that the Indemnified Party elects to assume the defense of any suit and retain counsel, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If an Indemnifying Party does not elect to assume the defense of a suit, it will reimburse the Indemnified Party for the fees and expenses of any counsel retained by the Indemnified Party if otherwise required to do so under this Article 8. SEI may apply to the Feeder Fund at any time for instructions and may, with the prior consent of the Feeder Fund, which consent may not be unreasonably withheld, consult counsel for the Feeder Fund or its own counsel and with accountants and other experts, in each case with an expertise in the subject matter of such consultation, with respect to any matter arising in connection with SEI's duties, and SEI shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Nothing herein shall make SEI liable for the performance or omissions of unaffiliated third parties not under SEI's reasonable control that may be engaged by SEI to perform services that are necessary in order for SEI to provide Services, but are not specifically described as Services on Exhibit A including, without limitation, unaffiliated third party vendors not under SEI's reasonable control who provide pricing, printing, postal or delivery, securities pricing, telecommunications, data feed, processing and settlement services ("Third Party Vendors"); provided, however, that SEI shall remain liable for the acts and omissions of sub-contractors who are not Third Party Vendors as provided in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasanceArticle 2. In addition, bad faith, or gross negligence in nothing herein shall make SEI liable for the performance or omissions of hiscustodians, her investment advisers or its duties or by reason of his, her or its reckless disregard of obligation sub-advisers. SEI and duties the Feeder Fund shall have a duty to mitigate damages for which any other party is liable under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the SeriesArticle 8.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of (a) JSC and its obligations hereunder subsidiaries and affiliates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; providedSPC, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent stockholder, consultant or employee subcontractor, of the Sub-Adviser against SPC, or to any liability to Trust person or a Series entity controlling SPC or its shareholders to which the Sub-Adviser would otherwise be subject by reason any such stockholder, consultant or subcontractor of SPC, for any cost, damage, expense or loss, including without limitation any special, indirect, consequential or punitive damages, of SPC or any such officer, director, stockholder, consultant, subcontractor or controlling person or entity, allegedly arising out of (i) JSC's and/or its subsidiaries' and/or affiliates' failure to perform any services for SPC hereunder or the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance misperformance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, any such service, or (ii) SPC's or such officer's, director's, stockholder's, consultant's, subcontractor's or controlling person's or entity's reliance on any untrue statement advice or data JSC and/or its subsidiaries and affiliates may provide to SPC pursuant to this Agreement. (b) SPC shall indemnify JSC and each of a material fact contained in the Prospectus its subsidiaries, affiliates, officers, directors, employees, consultants and SAIsubcontractors, Registration Statementand any Person or entity controlling JSC, proxy materials, reports, advertisements, sales literatureits subsidiaries or affiliates, or other materials pertaining to the Allocated Portion any such consultant or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify subcontractor and shall hold harmless the Trust and the Manager JSC and its subsidiaries and affiliates and each of their directorssuch officer, officersdirector, agents employee, consultant, sub-contractor and employees controlling person or entity, harmless against any and all lossesdamage, claimsloss, damages, liabilities cost or litigation expense (including court costs and reasonable legal attorneys' fees) which JSC, and other expenses)its subsidiaries and affiliates, to which the Manager or any such officer, director, employee, consultant, sub-contractor or controlling Person or entity, may sustain or incur by reason of any claim, demand, suit or recovery by any Person or entity arising in connection with this Agreement or out of JSC's, its affiliates subsidiaries' or such directorsaffiliates', officersor any consultant's or subcontractor's, agents or employees are subjectperformance of JSC's obligations under this Agreement, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is officer of JSC may benefit from the Sub-Adviser’s foregoing indemnity in favor the event of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasancehis serious criminal conduct, bad faith, fraud or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager shall indemnify the Sub-Adviser from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the conduct of the Manager or the Seriesdishonesty.

Limitation of Liability; Indemnification. Neither the Sub-Adviser nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder (a) GreenWay shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager or a Series in connection with any matter to which this Agreement relates; providedIllinois River Energy, that nothing herein contained shall be construed to protect the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser’s willful misfeasance, bad faith, or negligence in the performance of the Sub-Adviser’s duties, or by reason of the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their respective partners, directors, officers, agents agents, consultants, employees and employees against controlling persons (all such persons for purposes of this Section 13, an "Illinois River Energy Party" or the "Illinois River Energy Parties") for any and all losses, claims, damages, expenses or liabilities (collectively, "Losses") suffered by an Illinois River Energy Party as a result of or litigation (including reasonable legal and other expenses)relating to any act or omission of GreenWay, to which the Manager or its affiliates or such any of their respective partners, directors, officers, agents agents, consultants, employees and controlling persons (all such persons for purposes of this Section 13, a "GreenWay Party or employees are subjectthe GreenWay Parties") in performing the services under this Agreement, except to the extent and only to the extent of any direct (as opposed to consequential or incidental) damages or Losses suffered by an Illinois River Energy Party which are caused proximately by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of negligence or misrepresentations by a GreenWay Party; (ii) GreenWay's breach of any provision of this Agreement; (iii) any warranty, express or implied, or representation made by a GreenWay Party to any third party in connection with the Manager project under development which is not authorized by Illinois River Energy; (iv) GreenWay's failure to meet its obligations to or perform any acts required under its agreements with its subcontractors, representatives or agents or any other subadviser third party; or (v) the relationship between GreenWay and any GreenWay Party. In addition to the Series with respect foregoing limitation of liability, GreenWay's aggregate liability to the portion Illinois River Energy Parties under this Agreement shall be limited to and shall not exceed the amount of compensation earned by GreenWay hereunder plus any expenses paid to GreenWay hereunder. The foregoing limitations of liability shall not apply to GreenWay's indemnification of Illinois River Energy Parties against third party claims as provided under Section 13(c) hereof. (b) Illinois River Energy shall not be liable to any GreenWay Party for any Losses suffered by any GreenWay Party as a result of or relating to any act or omission of an Illinois River Energy Party in connection with this Agreement or the assets project under development, except to the extent and only to the extent of Series not managed any direct (as opposed to consequential or incidental) damages or Losses suffered by Sub-Adviser and any GreenWay Party which are caused proximately by (i) any acts of negligence or misrepresentations by an Illinois River Energy Party; (ii) acts Illinois River Energy's breach of the Sub-Adviser which result from any provision of this Agreement; (iii) any warranty, express or are based upon acts of the Managerimplied, including, but not limited to, a failure of the Manager to provide accurate and current information with respect or representation made by an Illinois River Energy Party to any records maintained third party in connection with the project under development which is not authorized by Manager GreenWay; (iv) Illinois River Energy's failure to meet its obligations to or perform any acts required under its agreements with its subcontractors, representatives or agents or any other subadviser third party; or (v) the relationship between Illinois River Energy and any Illinois River Energy Party. In addition to the Seriesforegoing limitation of liability, which records are not also maintained by the Sub-Adviser or, Illinois River Energy's aggregate liability to the extent such records relate GreenWay Parties under this Agreement shall be limited to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections not exceed the amount of compensation earned by GreenWay hereunder plus any expenses paid to GreenWay hereunder. This limitation of liability shall not apply to Illinois River Energy's indemnification of GreenWay Parties against third party claims as provided under Section 13(d) hereof. (ac) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The Manager GreenWay shall indemnify the Sub-Adviser and hold harmless any Illinois River Energy Party from and against any and all losses, claims, damagesdemands, liabilities suits, actions or litigation proceedings, including any inquiry or investigation ("Claims") brought by third parties based primarily on or arising proximately from (i) any acts of negligence or misrepresentations by a GreenWay Party; (ii) GreenWay's breach of any provision of this Agreement; (iii) any warranty, express or implied, or representation made by a GreenWay Party to any third party in connection with the project under development which is not authorized by Illinois River Energy; (iv) GreenWay's failure to meet its obligations to or perform any acts required under its agreements with its subcontractors, representatives or agents or any other third party; or (v) the relationship between GreenWay and any GreenWay Party. This indemnity and hold harmless shall include indemnity against all Losses, including reasonable legal attorneys fees, incurred by the Illinois River Energy Party in connection with such Claim and other expensesthe defense thereof, but shall exclude any consequential damages suffered by the Illinois River Energy Party as a result of any such Claim brought by a third party. Provided, further, that the indemnity afforded under this Section 13(c) shall not apply to any Claim or Losses actually paid pursuant to any insurance policy covering the Illinois River Energy Party. (d) Illinois River Energy shall indemnify and hold harmless any GreenWay Party from and against any and all claims, demands, suits, actions or proceedings, including any inquiry or investigation ("Claims") brought by third parties arising from or in connection with any act, omission, transaction or event contemplated by this Agreement. This indemnity and hold harmless shall include indemnity against all Losses, including reasonable attorneys fees, incurred by the conduct GreenWay Party in connection with such Claim and the defense thereof, but shall exclude any consequential damages suffered by the GreenWay Party as a result of any such Claim brought by a third party. Provided, further, that the indemnity afforded under this Section 13(d) shall not apply to any Claim or Losses based primarily on or arising proximately from (i) any acts of negligence or misrepresentations by a GreenWay Party; (ii) GreenWay's breach of any provision of this Agreement; (iii) any warranty, express or implied, or representation made by a GreenWay Party to any third party in connection with the project under development which is not authorized by Illinois River Energy; (iv) GreenWay's failure to meet its obligations to or perform any acts required under its agreements with its subcontractors, representatives or agents or any other third party; (v) the relationship between GreenWay and any GreenWay Party; or (vi) actually paid pursuant to any insurance policy covering the GreenWay Party. (e) The obligations of GreenWay and Illinois River Energy under this Section 13 shall survive any termination of this Agreement. In the event of any fundamental change involving the corporate structure of either party, the obligations of the Manager re-structuring party under this Agreement shall, if not assumed by operation of law, be assumed by contract by the acquiring entity or arrangements made to protect the Seriesinterests of the non-restructuring party hereto reasonably satisfactory to such non-restructuring party. (f) In no event shall any GreenWay Party other than GreenWay be liable or responsible to an Illinois River Energy Party for the debts, obligations or liabilities of GreenWay to such party under this Agreement. In no event shall any Illinois River Energy Party other than Illinois River Energy be liable or responsible to a GreenWay Party for the debts, obligations or liabilities of Illinois River Energy to such party under this Agreement.