Common use of Indemnification Clause in Contracts

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund Trust which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “"Sub-Adviser Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund which (1) may be based upon the Manager’s 's negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s 's reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Adviser agrees to indemnify and hold harmless the Sub-AdviserInvestment Manager, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, ICA ("affiliated person") of the Investment Manager and each person, if any, any who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Investment Manager, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-Adviser Indemnified Person the Investment Manager or such affiliated person or controlling person of the Investment Manager may become subject under the 1933 Act, the 1940 ActICA, the Advisers Act, under any other statute, law, rule or regulation at common law or otherwise, arising out of the Manager’s Sub-Adviser's responsibilities to the Fund which hereunder (1) may be based upon to the Manager’s negligenceextent of and as a result of the willful misconduct, willful misfeasancebad faith, or bad faith in gross negligence by the performance of its duties (which could include a negligent action or a negligent omission to act)Sub-Adviser, or by reason any of the Manager’s reckless disregard Sub-Adviser's employees or representatives or any affiliate of its obligations and duties under this Agreementor any person acting on behalf of the Sub-Adviser, or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesStatement, or including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Manager Investment Manager, the Fund, the Company or the Fund or to any affiliated person of the Manager Investment Manager, the Fund or the Company or upon verbal information confirmed by a the Sub-Adviser Indemnified Personin writing, or (3) to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of the ICA; provided provided, however, that in no case shall is the Sub-Adviser's indemnity in favor of the Sub-Adviser Indemnified Person be Investment Manager or any affiliated person or controlling person of the Investment Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Investment Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser and each controlling person of the Sub-Adviser, if any, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or such affiliated person or controlling person of the Sub-Adviser may become subject under the 1933 Act, the ICA, the Advisers Act, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Investment Manager's responsibilities as investment manager of the Fund (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Investment Manager, any of the Investment Manager's employees or representatives or any affiliate of or any person acting on behalf of the Investment Manager, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made other than in reliance upon and in conformity with written information furnished by the Sub-Adviser, or any affiliated person of the Sub-Adviser or other than upon verbal information confirmed by the Sub-Adviser in writing; provided, however, that in no case is the Investment Manager's indemnity in favor of the Sub-Adviser or any affiliated person or controlling person of the Sub-Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. It is agreed that the Investment Manager's indemnification obligations under this Section 14 will extend to expenses and costs (including reasonable attorneys fees) incurred by the Sub-Adviser as a result of any litigation brought by the Investment Manager alleging the Sub-Adviser's failure to perform its obligations and duties in the manner required under this Agreement unless judgment is rendered for the Investment Manager.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which Trust which: (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, ; or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Adviser agrees to indemnify and hold harmless the Sub-AdviserInvestment Manager, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, ICA ("affiliated person") of the Investment Manager and each person, if any, any who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Investment Manager, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-Adviser Indemnified Person the Investment Manager or such affiliated person or controlling person of the Investment Manager may become subject under the 1933 Act, the 1940 ActICA, the Advisers Act, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Manager’s Sub-Adviser's responsibilities to the Fund which hereunder (1) may be based upon to the Manager’s negligenceextent of and as a result of the willful misconduct, willful misfeasancebad faith, or bad faith in gross negligence by the performance of its duties (which could include a negligent action or a negligent omission to act)Sub-Adviser, or by reason any of the Manager’s reckless disregard Sub-Adviser's employees or representatives or any affiliate of its obligations and duties under this Agreementor any person acting on behalf of the Sub-Adviser, or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesStatement, or including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Manager Investment Manager, the Portfolio, the Trust or the Fund or to any affiliated person of the Manager Investment Manager, the Portfolio or the Trust or upon verbal information confirmed by a the Sub-Adviser Indemnified Personin writing, or (3) to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of the ICA; provided provided, however, that in no case shall is the Sub-Adviser's indemnity in favor of the Sub-Adviser Indemnified Person be Investment Manager or any affiliated person or controlling person of the Investment Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Investment Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser and each controlling person of the Sub-Adviser, if any, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or such affiliated person or controlling person of the Sub-Adviser may become subject under the 1933 Act, the ICA, the Advisers Act, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Investment Manager's responsibilities as investment manager of the Portfolio (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Investment Manager, any of the Investment Manager's employees or representatives or any affiliate of or any person acting on behalf of the Investment Manager, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made other than in reliance upon and in conformity with written information furnished by the Sub-Adviser, or any affiliated person of the Sub-Adviser or other than upon verbal information confirmed by the Sub-Adviser in writing; provided, however, that in no case is the Investment Manager's indemnity in favor of the Sub-Adviser or any affiliated person or controlling person of the Sub-Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. It is agreed that the Investment Manager's indemnification obligations under this Section 14 will extend to expenses and costs (including reasonable attorneys fees) incurred by the Sub-Adviser as a result of any litigation brought by the Investment Manager alleging the Sub-Adviser's failure to perform its obligations and duties in the manner required under this Agreement unless judgment is rendered for the Investment Manager.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadvisor, any affiliated person of the Sub-AdviserSubadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Subadvisor (all of such persons being referred to as “Sub-Adviser Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which Trust, which: (1i) may be based upon the Manager’s negligence, any willful misfeasance, or bad faith or gross negligence in the performance of its the Manager’s duties (which could include a negligent action or a negligent omission to act), or by reason reckless disregard of the Manager’s reckless disregard of its obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus Prospectus covering shares of the Fund Trust or any a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or Manager, the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Subadvisor Indemnified Person; provided provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “"Sub-Adviser Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund which (1) may be based upon the Manager’s 's negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s 's reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Notwithstanding Section 14 of this Agreement, the Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser (other than the Adviser), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statute, at common law or otherwise, arising out of the ManagerAdviser’s responsibilities to the Fund Trust which (1) may be based upon any violations of willful misconduct, malfeasance, bad faith or negligence by the Manager’s negligenceAdviser, willful misfeasanceany of its employees or representatives, or bad faith in the performance any affiliate of its duties (which could include a negligent action or a negligent omission to act), or by reason any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this AgreementAdviser, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Adviser and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Adviser and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Fund Trust or to any affiliated person of the Manager Adviser by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which Company which: (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, ; or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund Company or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Company or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “"Sub-Adviser Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund which (1) may be based upon the Manager’s 's negligence, willful misfeasance, or bad faith or reckless disregard in the performance of its duties to the Fund (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard 's breach of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Portfolio Manager agrees to indemnify and hold harmless harmless, the Sub-Investment Adviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-1940 Act (“affiliated person”) of the Investment Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“controlling person”) the Sub-Investment Adviser (all of such persons being referred to as collectively, “Sub-Adviser PL Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-the Investment Adviser Indemnified Person or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Portfolio Manager’s responsibilities to the Fund which (1i) may be are based upon the Manager’s negligence, any willful misfeasance, bad faith, negligence, or bad faith in reckless disregard of, the performance Portfolio Manager’s obligations and/or duties under this Agreement by the Portfolio Manager or by any of its duties directors, officers or employees, or any affiliate acting on behalf of the Portfolio Manager (which could include other than a negligent action or a negligent omission to actPL Indemnified Person), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2ii) may be are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement or prospectus covering shares the Shares of the Fund or any SeriesPortfolio, or any amendment thereof or any supplement thereto, or 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, unless if such a statement or omission was made in reliance upon information furnished in writing to the Manager Investment Adviser, the Fund, or the Fund or to any affiliated person of the Fund by the Portfolio Manager by or any affiliated person of the Portfolio Manager (other than a Sub-Adviser PL Indemnified Person; provided ) provided, however, that in no case shall is the Portfolio Manager’s indemnity in favor of the Sub-Investment Adviser Indemnified Person be or any affiliated person or controlling person of the Investment Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its his duties, or by reason of its his reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Subadviser agrees to indemnify and hold harmless the Sub-Investment Adviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-1940 Act (“affiliated person”) of the Investment Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“controlling person”) the Sub-Investment Adviser (all of such persons being referred to as collectively, “Sub-Adviser PL Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-the Investment Adviser or such PL Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the ManagerSubadviser’s responsibilities to the Fund Trust which (1i) may be are based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Subadviser’s obligations and/or duties under this Agreement by the Subadviser or by any of its directors, officers or employees, or any affiliate or agent or delegate acting on behalf of the Subadviser (other than a PL Indemnified Person), (ii) are based upon the ManagerSubadviser’s negligence, willful misfeasance, (or bad faith in the performance its agent’s or delegate’s) breach of its duties (which could include a negligent action or a negligent omission to act), or by reason any provision of the Manager’s reckless disregard of its obligations and duties under this Agreement, including breach of any representation or warranty, (2iii) may be are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement or prospectus covering the shares of the Fund Trust or any SeriesFund, or any amendment thereof or any supplement thereto, or 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, unless if such a statement or omission was made in reliance upon information furnished in writing to the Manager Investment Adviser, the Trust, or the Fund or to any affiliated person of the Manager Trust by the Subadviser or any affiliated person or agent or delegate of the Subadviser (other than a Sub-Adviser PL Indemnified Person; provided ), or (iv) are based upon breach of its fiduciary duties to the Trust or violation of applicable law provided, however, that in no case shall is the Subadviser’s indemnity in favor of the Sub-Adviser PL Indemnified Person be Persons deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its his duties, or by reason of its his reckless disregard of obligations and duties under this Agreement. In addition, Subadviser agrees to indemnify and hold harmless the PL Indemnified Persons (which includes the Investment Adviser as defined) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the PL Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the actions or omissions of any third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “"Sub-Adviser Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund Trust which (1) may be based upon the Manager’s 's negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s 's reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund Trust which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless Except as may otherwise be provided by the Sub-Adviser1940 Act or any other federal securities law or the CEA, neither the Subadviser nor any affiliated person of the Sub-Adviserits officers, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls members or employees (its “controlling personAffiliates”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against shall be liable for any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) (“Losses”) incurred or suffered by the Manager or the Trust as a result of any act or omission of the Subadviser or its Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Subadviser or its Affiliates for, and the Subadviser shall indemnify and hold harmless the Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against, any and all Losses to which a Sub-Adviser Indemnified Person any of the Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the CEA, or under any other statute, at or common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Manager’s responsibilities to the Fund which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith Subadviser in the performance of any of its duties or obligations hereunder, (which could include a negligent action ii) any Losses accruing to the extent, if any, caused by or a negligent omission to act)based upon the Subadviser’s misrepresentations, omissions or by reason breach of the Manager’s reckless disregard of its obligations and duties under any representation or warranty in this Agreement, Agreement or (2iii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Prospectus and/or SAI, proxy materials, reports, advertisements, sales literature, or prospectus covering shares of other materials pertaining to the Fund or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known to the Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, unless if such statement or omission was made in reliance upon information furnished to the Manager Indemnitees or the Fund or to any affiliated person of Trust by the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this AgreementSubadviser Indemnitees (as defined below) for use therein.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which which: (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, ; or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadvisor, any affiliated person of the Sub-AdviserSubadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Subadvisor (all of such persons being referred to as “Sub-Adviser Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which Trust/Company, which: (1i) may be is based upon the Manager’s negligence, any willful misfeasance, or bad faith or gross negligence in the performance of its the Manager’s duties (which could include a negligent action or a negligent omission to act), or by reason reckless disregard of the Manager’s reckless disregard of its obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (2ii) may be is based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus Prospectus covering shares of the Fund Trust/Company or any a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or Manager, the Fund Trust/Company or to any affiliated person of the Manager by a Sub-Adviser Subadvisor Indemnified Person; provided provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-"Adviser Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which a Sub-an Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Investment Advisers ActAct of 1940, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s Sub-Adviser's responsibilities as Sub-Adviser to the Series and to the Fund which (1) may be based upon the Manager’s negligence, willful any misfeasance, malfeasance, or bad faith in nonfeasance by the performance Sub-Adviser, any of its duties (which could include a negligent action employees or a negligent omission to act)representatives, or by reason any affiliate of or any person acting on behalf of the Manager’s reckless disregard Sub-Adviser, (2) may be based upon a failure to comply with Section 3 of its obligations and duties under this Agreement, or (23) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesProspectus, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading, unless if such a statement or omission was made in reliance upon information furnished to the Manager Adviser, the Fund, or the Fund or to any affiliated person of the Manager Adviser or Fund by a the Sub-Adviser Indemnified Personor any affiliated person of the Sub-Adviser; provided provided, however, that in no case shall the indemnity in favor of the Sub-an Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadvisor, any affiliated person of the Sub-AdviserSubadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Subadvisor (all of such persons being referred to as “Sub-Adviser Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which each Registrant, which: (1i) may be is based upon the Manager’s negligence, any willful misfeasance, or bad faith or gross negligence in the performance of its the Manager’s duties (which could include a negligent action or a negligent omission to act), or by reason reckless disregard of the Manager’s reckless disregard of its obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (2ii) may be is based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus Prospectus covering shares of the Fund a Registrant or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Manager, a Registrant or to any affiliated person of the Manager by a Sub-Adviser Subadvisor Indemnified Person; provided provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadvisor, any affiliated person of the Sub-AdviserSubadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Subadvisor (all of such persons being referred to as “Sub-Adviser Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which Trust, which: (1i) may be based upon the Manager’s negligence, any willful misfeasance, or bad faith or gross negligence in the performance of its the Manager’s duties (which could include a negligent action or a negligent omission to act), or by reason reckless disregard of the Manager’s reckless disregard of its obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus Prospectus covering shares of the Fund Trust or any Seriesthe Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or Manager, the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Subadvisor Indemnified Person; provided provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Adviser agrees to indemnify and hold harmless the Sub-AdviserInvestment Manager, any affiliated --------------- person within the meaning of Section 2(a)(3) of the Sub-Adviser, ICA ("affiliated person") of the Investment Manager and each person, if any, any who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Investment Manager, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-Adviser Indemnified Person the Investment Manager or such affiliated person or controlling person of the Investment Manager may become subject under the 1933 Act, the 1940 ActICA, the Advisers Act, under any other statute, law, rule or regulation at common law or otherwise, arising out of the Manager’s Sub-Adviser's responsibilities to the Fund which hereunder (1) may be based upon to the Manager’s negligenceextent of and as a result of the willful misconduct, willful misfeasancebad faith, or bad faith in gross negligence by the performance of its duties (which could include a negligent action or a negligent omission to act)Sub-Adviser, or by reason any of the Manager’s reckless disregard Sub-Adviser's employees or representatives or any affiliate of its obligations and duties under this Agreementor any person acting on behalf of the Sub-Adviser, or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesStatement, or including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Manager Investment Manager, the Fund, the Company or the Fund or to any affiliated person of the Manager Investment Manager, the Fund or the Company or upon verbal information confirmed by a the Sub-Adviser Indemnified Personin writing, or (3) to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of the ICA; provided provided, -------- however, that in no case shall is the Sub-Adviser's indemnity in favor of the Sub-Adviser Indemnified Person be Investment Manager or any affiliated person or ------- controlling person of the Investment Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Investment Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser and each controlling person of the Sub-Adviser, if any, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or such affiliated person or controlling person of the Sub-Adviser may become subject under the 1933 Act, the ICA, the Advisers Act, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Investment Manager's responsibilities as investment manager of the Fund (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Investment Manager, any of the Investment Manager's employees or representatives or any affiliate of or any person acting on behalf of the Investment Manager, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made other than in reliance upon and in conformity with written information furnished by the Sub-Adviser, or any affiliated person of the Sub-Adviser or other than upon verbal information confirmed by the Sub-Adviser in writing; provided, however, that in no -------- ------- case is the Investment Manager's indemnity in favor of the Sub-Adviser or any affiliated person or controlling person of the Sub-Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. It is agreed that the Investment Manager's indemnification obligations under this Section 14 will extend to expenses and costs (including reasonable attorneys fees) incurred by the Sub-Adviser as a result of any litigation brought by the Investment Manager alleging the Sub-Adviser's failure to perform its obligations and duties in the manner required under this Agreement unless judgment is rendered for the Investment Manager.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserPortfolio Manager, any affiliated person of the Sub-AdviserPortfolio Manager, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser Portfolio Manager (all of such persons being referred to as “Sub-Adviser "Portfolio Manager Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Portfolio Manager Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund Trust which (1) may be based upon any misfeasance, malfeasance, or nonfeasance by the Manager’s negligence, willful misfeasance, or bad faith in the performance any of its duties (which could include a negligent action employees or a negligent omission to act), representatives or by reason any affiliate of or any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, Manager or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Portfolio Manager Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Portfolio Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Advisor agrees to indemnify and hold harmless the Sub-AdviserManager, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of the Manager and each person, if any, any who, within the meaning of Section 15 of the 1933 Securities Act controls (“"controlling person”persons") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Manager, against any and all losses, claims, damages, liabilitiesliabilities or litigation, or litigation including reasonable legal expenses (including legal and other expensescollectively "Losses") to which a Sub-Adviser Indemnified Person the Manager or such affiliated person or controlling person of the Manager may become subject under the 1933 Securities Act, the 1940 Act, the Investment Advisers Act, under any other statute, law, rule or regulation at common law or otherwise, arising out of the Manager’s Sub-Advisor's responsibilities to the Fund which hereunder (1) may be based upon to the Manager’s negligenceextent of and as a result of the willful misconduct, willful misfeasancebad faith, or bad faith in gross negligence by the performance of its duties (which could include a negligent action or a negligent omission to act)Sub-Advisor, or by reason any of the Manager’s reckless disregard Sub-Advisor's employees or representatives or any affiliate of its obligations and duties under this Agreement, or any person acting on behalf of the Sub-Advisor; or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesStatement, or including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Advisor to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Personspecifically for use therein; provided provided, however, that in no case shall is the Sub-Advisor's indemnity in favor of the Sub-Adviser Indemnified Person be Manager or any affiliated person or controlling person of the Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which Trust which: (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, ; or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadvisor, any affiliated person of the Sub-AdviserSubadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Subadvisor (all of such persons being referred to as “Sub-Adviser Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which each Registrant, which: (1i) may be based upon the Manager’s negligence, any willful misfeasance, or bad faith or gross negligence in the performance of its the Manager’s duties (which could include a negligent action or a negligent omission to act), or by reason reckless disregard of the Manager’s reckless disregard of its obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus Prospectus covering shares of the Fund a Registrant or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Manager, a Registrant or to any affiliated person of the Manager by a Sub-Adviser Subadvisor Indemnified Person; provided provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) a. The Manager Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “"Sub-Adviser Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s Adviser's responsibilities to the Fund Sub-Adviser which (1) may be based upon the Manager’s Adviser's gross negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act)duties, or by reason of the Manager’s reckless Adviser's disregard of its obligations and duties under this AgreementAgreement and to the Trust, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesTrust, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon and conformity with information furnished to by the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Personto the Adviser or the Trust expressly for inclusion in such Registration Statements, prospectuses, amendments, or supplements either in writing or orally with a subsequent confirmation by the Sub-Adviser of the information as it appears in the Registration Statement or prospectus; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its breach or reckless disregard of its obligations and or duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) a. The Manager Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls Sub-Adviser Controlling Persons (“controlling person”) the Sub-Adviser (and all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, expenses, liabilities, or litigation (including reasonable legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the ManagerAdviser’s responsibilities to the Fund Sub-Adviser which (1) may be based upon the ManagerAdviser’s gross negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act)duties, or any material breach by reason of the Manager’s reckless disregard Adviser of its obligations and or duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesTrust, or any amendment thereof or any supplement thereto, or 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, misleading unless such statement or omission was made in reliance upon information furnished to on disclosure reviewed by the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Personin accordance with Section 7 of this Agreement; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason any material breach of its reckless disregard of obligations and or duties under this Agreement.

Indemnification. (a) The Notwithstanding Section 13 of this Agreement, the Manager agrees to indemnify and hold harmless the Sub-AdviserPortfolio Manager, any affiliated person of the Sub-AdviserPortfolio Manager (other than the Manager), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Portfolio Manager (all of such persons being referred to as “Sub-Adviser Portfolio Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Portfolio Manager Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund Trust which (1) may be based upon any violations of willful misconduct, malfeasance, bad faith or gross negligence by the Manager’s negligence, willful misfeasanceany of its employees or representatives, or bad faith in the performance any affiliate of its duties (which could include a negligent action or a negligent omission to act), or by reason any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Portfolio Manager Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Portfolio Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Notwithstanding Section 14 of this Agreement, the Manager agrees to indemnify and hold harmless the Sub-AdviserPortfolio Manager, any affiliated person of the Sub-AdviserPortfolio Manager (other than the Manager), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser Portfolio Manager (all of such persons being referred to as “Sub-Adviser "Portfolio Manager Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Portfolio Manager Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund Trust which (1) may be based upon any misfeasance, malfeasance, or nonfeasance by the Manager’s negligence, willful misfeasance, or bad faith in the performance any of its duties (which could include a negligent action employees or a negligent omission to act), representatives or by reason any affiliate of or any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, Manager or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Portfolio Manager Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Portfolio Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Notwithstanding Section 14 of this Agreement, the Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-AdviserAdviser (other than the Manager), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statute, at common law or otherwise, howsoever arising from or in connection with this Agreement or the performance by the Sub-Adviser of its duties under this Agreement, provided, however, the Sub-Adviser Indemnified Persons shall not be indemnified against losses, damages, liabilities or litigation (including legal and other expenses) arising out of the Manager’s responsibilities to the Fund which (1) may be based upon Sub-Adviser’s, including without limitation any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager’s negligenceSub-Adviser, willful misfeasance, bad faith, or bad faith gross negligence in the performance of its duties (which could include a negligent action or a negligent omission to act)the Sub-Adviser’s duties, or by reason of the ManagerSub-Adviser’s reckless disregard of its obligations and duties under this Agreement, or (2) may be which are based upon any untrue statement or alleged untrue statement of a material fact supplied by, the Sub-Adviser and contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager Sub-Adviser or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall by the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this AgreementManager.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund Trust which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act)duties, or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadvisor, any affiliated person of the Sub-AdviserSubadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Subadvisor (all of such persons being referred to as “Sub-Adviser Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which Trust, which: (1i) may be based upon the Manager’s negligence, any willful misfeasance, or bad faith or gross negligence in the performance of its the Manager’s duties (which could include a negligent action or a negligent omission to act), or by reason reckless disregard of the Manager’s reckless disregard of its obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus Prospectus covering shares of the Fund Trust or any Seriesa Portfolio, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or Manager, the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Subadvisor Indemnified Person; provided provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) a.The Manager Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) is a Controlling Person the Sub-Adviser (the Sub-Adviser and all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the ManagerAdviser’s responsibilities as Adviser to the Fund which (1i) may be based upon the ManagerAdviser’s gross negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act)duties, or by reason of the ManagerAdviser’s reckless disregard of its obligations and duties to the Fund and its shareholders under this Agreementthe federal securities laws or the Code, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Fund’s Registration Statement Statement, prospectus or prospectus covering shares statements of the Fund or any Seriesadditional information, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished by a Sub-Adviser Indemnified Person to the Manager Adviser or the Fund Company or to any affiliated person of the Manager by a Sub-Adviser Indemnified PersonAdviser; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and or duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “"Sub-Adviser Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund Trust which (1) may be based upon the Manager’s 's negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s 's reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which Company which: (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, ; or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund Company or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Company or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Notwithstanding Section 13 of this Agreement, the Manager agrees to indemnify and hold harmless the Sub-AdviserPortfolio Manager, any affiliated person of the Sub-AdviserPortfolio Manager (other than the Manager), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser Portfolio Manager (all of such persons being referred to as “Sub-Adviser "Portfolio Manager Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Portfolio Manager Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund Trust which (1) may be based upon any violations of willful misconduct, malfeasance, bad faith or gross negligence by the Manager’s negligence, willful misfeasanceany of its employees or representatives, or bad faith in the performance any affiliate of its duties (which could include a negligent action or a negligent omission to act), or by reason any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Portfolio Manager Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Portfolio Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Adviser agrees to indemnify and hold harmless the Sub-AdviserInvestment Manager, any affiliated --------------- person within the meaning of Section 2(a)(3) of the Sub-Adviser, ICA ("affiliated person") of the Investment Manager and each person, if any, any who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Investment Manager, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-Adviser Indemnified Person the Investment Manager or such affiliated person or controlling person of the Investment Manager may become subject under the 1933 Act, the 1940 ActICA, the Advisers Act, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Manager’s Sub-Adviser's responsibilities to the Fund which hereunder (1) may be based upon to the Manager’s negligenceextent of and as a result of the willful misconduct, willful misfeasancebad faith, or bad faith in gross negligence by the performance of its duties (which could include a negligent action or a negligent omission to act)Sub-Adviser, or by reason any of the Manager’s reckless disregard Sub-Adviser's employees or representatives or any affiliate of its obligations and duties under this Agreementor any person acting on behalf of the Sub-Adviser, or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesStatement, or including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Manager Investment Manager, the Portfolio, the Trust or the Fund or to any affiliated person of the Manager Investment Manager, the Portfolio or the Trust or upon verbal information confirmed by a the Sub-Adviser Indemnified Personin writing, or (3) to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of the ICA; provided provided, however, that in no case shall is the Sub-Adviser's indemnity in favor of the Sub-Adviser Indemnified Person be Investment Manager or any -------- ------- affiliated person or controlling person of the Investment Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Investment Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser and each controlling person of the Sub-Adviser, if any, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or such affiliated person or controlling person of the Sub-Adviser may become subject under the 1933 Act, the ICA, the Advisers Act, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Investment Manager's responsibilities as investment manager of the Portfolio (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Investment Manager, any of the Investment Manager's employees or representatives or any affiliate of or any person acting on behalf of the Investment Manager, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made other than in reliance upon and in conformity with written information furnished by the Sub-Adviser, or any affiliated person of the Sub-Adviser or other than upon verbal information confirmed by the Sub-Adviser in writing; provided, however, that in no -------- ------- case is the Investment Manager's indemnity in favor of the Sub-Adviser or any affiliated person or controlling person of the Sub-Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. It is agreed that the Investment Manager's indemnification obligations under this Section 14 will extend to expenses and costs (including reasonable attorneys fees) incurred by the Sub-Adviser as a result of any litigation brought by the Investment Manager alleging the Sub-Adviser's failure to perform its obligations and duties in the manner required under this Agreement unless judgment is rendered for the Investment Manager.

Indemnification. (a) The Notwithstanding Section 14 of this Agreement, the Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-AdviserAdviser (other than the Manager), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund Trust which (1) may be based upon the willful misconduct, malfeasance, bad faith or negligence by the Manager’s negligence, willful misfeasanceany of its employees or representatives, or bad faith in the performance any affiliate of its duties (which could include a negligent action or a negligent omission to act), or by reason any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) a. The Manager Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) is a Controlling Person the Sub-Adviser (the Sub-Adviser and all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the ManagerAdviser’s responsibilities as Adviser to the Fund which (1i) may be based upon the ManagerAdviser’s gross negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act)duties, or by reason of the ManagerAdviser’s reckless disregard of its obligations and duties to the Fund and its shareholders under this Agreementthe federal securities laws or the Code, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Fund’s Registration Statement Statement, prospectus or prospectus covering shares statements of the Fund or any Seriesadditional information, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished by a Sub-Adviser Indemnified Person to the Manager Adviser or the Fund Company or to any affiliated person of the Manager by a Sub-Adviser Indemnified PersonAdviser; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and or duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Sub-Adviser’s activities pursuant to this Agreement, arising out of the Manager’s responsibilities to the Fund which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, Agreement or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesFund, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-"Adviser Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which a Sub-an Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Investment Advisers ActAct of 1940, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s Sub-Adviser's responsibilities as Sub-Adviser to the Fund Funds and to the Funds which (1) may be based upon the Manager’s negligence, willful any misfeasance, malfeasance, or bad faith in nonfeasance by the performance Sub-Adviser, any of its duties (which could include a negligent action employees or a negligent omission to act)representatives, or by reason any affiliate of or any person acting on behalf of the Manager’s reckless disregard Sub-Adviser, (2) may be based upon a failure to comply with Section 3 of its obligations and duties under this Agreement, or (23) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesProspectus, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading, unless if such a statement or omission was made in reliance upon information furnished to the Manager Adviser, the Funds, or the Fund or to any affiliated person of the Manager Adviser or Funds by a the Sub-Adviser Indemnified Personor any affiliated person of the Sub-Adviser; provided provided, however, that in no case shall the indemnity in favor of the Sub-an Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Adviser agrees to indemnify and hold harmless the Sub-AdviserManager, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of the Manager and each person, if any, any who, within the meaning of Section 15 of the 1933 Securities Act controls (“"controlling person”persons") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Manager, against any and all losses, claims, damages, liabilitiesliabilities or litigation, or litigation including reasonable legal expenses (including legal and other expensescollectively "Losses") to which a Sub-Adviser Indemnified Person the Manager or such affiliated person or controlling person of the Manager may become subject under the 1933 Securities Act, the 1940 Act, the Investment Advisers Act, under any other statute, law, rule or regulation at common law or otherwise, arising out of the Manager’s Sub-Adviser's responsibilities to the Fund which hereunder (1) may be based upon to the Manager’s negligenceextent of and as a result of the willful misconduct, willful misfeasancebad faith, or bad faith in gross negligence by the performance of its duties (which could include a negligent action or a negligent omission to act)Sub-Adviser, or by reason any of the Manager’s reckless disregard Sub-Adviser's employees or representatives or any affiliate of its obligations and duties under this Agreement, or any person acting on behalf of the Sub-Adviser; or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesStatement, or including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Personspecifically for use therein; provided provided, however, that in no case shall is the Sub-Adviser's indemnity in favor of the Sub-Adviser Indemnified Person be Manager or any affiliated person or controlling person of the Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesFund, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which Trust which: (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, ; or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadvisor, any affiliated person of the Sub-AdviserSubadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Subadvisor (all of such persons being referred to as “Sub-Adviser Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which Company, which: (1i) may be based upon the Manager’s negligence, any willful misfeasance, or bad faith or gross negligence in the performance of its the Manager’s duties (which could include a negligent action or a negligent omission to act), or by reason reckless disregard of the Manager’s reckless disregard of its obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus Prospectus covering shares of the Fund Company or any a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or Manager, the Fund Company or to any affiliated person of the Manager by a Sub-Adviser Subadvisor Indemnified Person; provided provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Notwithstanding Section 14 of this Agreement, the Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser (other than the Adviser), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statute, at common law or otherwise, arising out of the ManagerAdviser’s responsibilities to the Fund Company which (1) may be based upon the Manager’s negligencewillful misconduct, willful misfeasancemalfeasance, bad faith or negligence by the Adviser, any of its employees or representatives, or bad faith in the performance any affiliate of its duties (which could include a negligent action or a negligent omission to act), or by reason any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this AgreementAdviser, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Adviser and contained in the Registration Statement or prospectus covering shares of the Fund Company or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Adviser and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Fund Company or to any affiliated person of the Manager Adviser by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Portfolio Manager agrees to indemnify and hold harmless harmless, the Sub-Adviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-1940 Act ("affiliated person") of the Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser collectively, "PL Indemnified Persons”") against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) ), to which a Sub-the Adviser Indemnified Person or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Portfolio Manager’s 's responsibilities to the Fund Trust which (1i) may be based upon the Manager’s negligence, any willful misfeasance, bad faith, or bad faith in gross negligence of, or by reckless disregard of, the performance Portfolio Manager's obligations and/or duties under this Agreement by the Portfolio Managers or by any of its duties directors, officers or employees, or any affiliate acting on behalf of the Portfolio Manager (which could include other than a negligent action or a negligent omission to actPL Indemnified Person), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement a registration statement or prospectus covering shares the Shares of the Fund Trust or any SeriesFund, or any amendment thereof or any supplement thereto, or 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, unless if such a statement or omission was made in reliance upon information furnished in writing to the Manager Adviser, the Trust, or the Fund or to any affiliated person of the Trust by the Portfolio Manager by or any affiliated person of the Portfolio Manager (other than a Sub-Adviser PL Indemnified Person); provided provided, however, that in no case shall is the Portfolio Manager's indemnity in favor of the Sub-Adviser Indemnified Person be or any affiliated person or controlling person of the Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its his duties, or by reason of its his reckless disregard of obligations obligation and duties under this Agreement.

Indemnification. (a) The Manager Notwithstanding Section 14 of this Agreement, the Adviser agrees to indemnify and hold harmless the Sub-Adviser, any “affiliated person person” within the meaning of Section 2(a)(3) of the 1940 Act of the Sub-Adviser (other than the Adviser), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statute, at common law or otherwise, arising out of the ManagerAdviser’s responsibilities to the Fund Trust which (1) may be based upon any violations of willful misconduct, malfeasance, bad faith or negligence by the Manager’s negligenceAdviser, willful misfeasanceany of its employees or representatives, or bad faith in the performance any affiliate of its duties (which could include a negligent action or a negligent omission to act), or by reason any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this AgreementAdviser (other than Sub-Adviser Indemnified Persons), or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Adviser and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Adviser and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Fund Trust or to any affiliated person of the Manager Adviser by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Fund Manager agrees to indemnify and hold harmless harmless, the Sub-Investment Adviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-1940 Act (“affiliated person”) of the Investment Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“controlling person”) the Sub-Investment Adviser (all of such persons being referred to as collectively, “Sub-Adviser PL Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-the Investment Adviser Indemnified Person or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Fund Manager’s responsibilities to the Fund Trust which (1i) may be are based upon the Manager’s negligence, any willful misfeasance, bad faith, negligence, or bad faith in reckless disregard of, the performance Fund Manager’s obligations and/or duties under this Agreement by the Fund Manager or by any of its duties directors, officers or employees, or any affiliate acting on behalf of the Fund Manager (which could include other than a negligent action or a negligent omission to actPL Indemnified Person), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2ii) may be are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement or prospectus covering shares the Shares of the Fund Trust or any SeriesFunds, or any amendment thereof or any supplement thereto, or 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, unless if such a statement or omission was made in reliance upon information furnished in writing to the Manager Investment Adviser, the Trust, or the Fund or to any affiliated person of the Trust by the Fund Manager by or any affiliated person of the Fund Manager (other than a Sub-Adviser PL Indemnified Person; provided ) provided, however, that in no case shall is the Fund Manager’s indemnity in favor of the Sub-Investment Adviser Indemnified Person be or any affiliated person or controlling person of the Investment Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its his duties, or by reason of its his reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which which: (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, ; or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesFund, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Notwithstanding Section 13 of this Agreement, the Manager agrees to indemnify and hold harmless the Sub-AdviserPortfolio Manager, any affiliated person of the Sub-AdviserPortfolio Manager (other than the Manager), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser Portfolio Manager (all of such persons being referred to as “Sub-Adviser "Portfolio Manager Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Portfolio Manager Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund Trust which (1) may be based upon any violations of willful misconduct, malfeasance, bad faith or gross negligence by the Manager’s negligence, willful misfeasanceany of its employees or representatives, or bad faith in the performance any affiliate of its duties (which could include a negligent action or a negligent omission to act), or by reason any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Portfolio Manager Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Portfolio Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Notwithstanding Section 15 of this Agreement and to the extent permissible under applicable law, the Sub-Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 Act (the “1933 Act”), controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) to which a Sub-an Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statute, at common law or otherwise, arising out of the ManagerSub-Adviser’s responsibilities to as Sub-Adviser of the Fund which Series, which: (1i) may be is based upon the Manager’s negligence, any willful misfeasance, or bad faith or negligence in the performance of its duties (which could include a negligent action or a negligent omission to act)the Sub-Adviser’s duties, or by reason of the Manager’s reckless disregard of its the Sub-Adviser’s obligations and duties under this Agreement, or by any of its employees or representatives, or any affiliate of or any person acting on behalf of the Sub-Adviser; or (2ii) may be is based upon any untrue statement or alleged untrue statement material breach of this Agreement, including but not limited to, a breach of a material fact contained in the Registration Statement representation or prospectus covering shares of the Fund or any Serieswarranty herein; provided, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-a Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, faith or negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadvisor, any affiliated person of the Sub-AdviserSubadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Subadvisor (all of such persons being referred to as “Sub-Adviser Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which Company, which: (1i) may be based upon the Manager’s negligence, any willful misfeasance, or bad faith or gross negligence in the performance of its the Manager’s duties (which could include a negligent action or a negligent omission to act), or by reason reckless disregard of the Manager’s reckless disregard of its obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager; or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus Prospectus covering shares of the Fund Company or any a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or Manager, the Fund Company or to any affiliated person of the Manager by a Sub-Adviser Subadvisor Indemnified Person; provided provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Advisor agrees to indemnify and hold harmless the Sub-AdviserManager, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of the Manager and each person, if any, any who, within the meaning of Section 15 of the 1933 Securities Act controls (“"controlling person”persons") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Manager, against any and all losses, claims, damages, liabilitiesliabilities or litigation, or litigation including reasonable legal expenses (including legal and other expensescollectively "Losses") to which a Sub-Adviser Indemnified Person the Manager or such affiliated person or controlling person of the Manager may become subject under the 1933 Securities Act, the 1940 Act, the Investment Advisers Act, under any other statute, law, rule or regulation at common law or otherwise, arising out of the Manager’s Sub- Advisor's responsibilities to the Fund which hereunder (1) may be based upon to the Manager’s negligenceextent of and as a result of the willful misconduct, willful misfeasancebad faith, or bad faith in gross negligence by the performance of its duties (which could include a negligent action or a negligent omission to act)Sub-Advisor, or by reason any of the Manager’s reckless disregard Sub-Advisor's employees or representatives or any affiliate of its obligations and duties under this Agreement, or any person acting on behalf of the Sub-Advisor; or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesStatement, or including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Advisor to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Personspecifically for use therein; provided provided, however, that in no case shall is the Sub-Advisor's indemnity in favor of the Sub-Adviser Indemnified Person be Manager or any affiliated person or controlling person of the Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (b) The Manager agrees to indemnify and hold harmless the Sub- Advisor, any affiliated person and any controlling person of the Sub-Advisor, if any, against any and all Losses to which the Sub-Advisor or such affiliated person or controlling person of the Sub-Advisor may become subject under the Securities Act, the 1940 Act, the Investment Advisers Act, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Manager's responsibilities as investment manager of the Fund (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Manager, any of the Manager's employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (2) as a result of any untrue statement of a material fact contained in the Registration Statement, including any amendment thereof or any supplement thereto, or the omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading; provided, however, that in no case is the Manager's indemnity in favor of the Sub-Advisor or any affiliated person or controlling person of the Sub-Advisor deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. It is agreed that the Manager's indemnification obligations under this Section will extend to expenses and costs (including reasonable attorneys fees) incurred by the Sub- Advisor as a result of any litigation brought by the Manager alleging the Sub-Advisor's failure to perform its obligations and duties in the manner required under this Agreement unless judgement is rendered for the Manager.

Indemnification. (a) The Manager Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the ManagerAdviser’s responsibilities to the Fund which (1i) may be based upon the ManagerAdviser’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the ManagerAdviser’s reckless disregard of its obligations and duties under this Agreement, or ; (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Seriesseries, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Fund or to any affiliated person of the Manager Adviser by a Sub-Adviser Indemnified Person; provided (iii) may be based on the issue, sale and distribution of the Fund’s shares; (iv) may be based on any breach by the Adviser of any representation or warranty, or any failure by the Adviser or the Fund to comply with any agreement contained in the Agreement; or (v) may be based on any action taken or omitted to be taken by the Fund’s administrator or the custodian, to the extent such action or omission is the result of an action or omission of the Adviser; provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Advisor agrees to indemnify and hold harmless the Sub-AdviserAdvisor, the Fund, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act ("affiliated person") of the Advisor or the Fund (other than the Sub-Adviser, Advisor) and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 Act (the "1933 Act"), controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Advisor or the Fund against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) to which a Sub-Adviser Indemnified Person the Advisor, the Fund or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which (1) may be based upon any wrongful act or omission by the Manager’s negligenceSub-Advisor, willful misfeasance, or bad faith in the performance any of its duties (which could include a negligent action employees or a negligent omission to act), representatives or by reason any affiliate of or any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, Sub-Advisor or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement a registration statement or prospectus covering the shares of the Fund or any Series, or any amendment thereof or any supplement thereto, thereto or 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, unless if such a statement or omission was made in reliance upon and accurately and completely reflects information furnished to the Manager or the Fund or to any affiliated person of the Manager Fund by a the Sub-Adviser Indemnified PersonAdvisor or any affiliated person of the Sub-Advisor; provided provided, however, that in no case shall is the Sub-Advisor's indemnity in favor of the Sub-Adviser Indemnified Person be Advisor or the Fund or any affiliated person or controlling person of the Advisor or the Fund deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, faith or negligence in the performance of its duties, such person's duties or by reason of its such person's reckless disregard of the obligations and duties under this AgreementAgreement or by reason of such person's violation of applicable law or regulations. The Fund and the Advisor each agrees not to hold the Sub-Advisor or any of its officers or employees liable for, and to indemnify and hold harmless, the Sub-Advisor and its directors, officers, employees, affiliated persons and controlling persons ("Indemnified Parties"), any act or omission of any other Sub-Advisor providing investment management services to the Fund, and against any costs and liabilities the Indemnified Parties may incur as a result of a claim against the Indemnified Parties regarding actions taken in good faith exercise of their powers and responsibilities hereunder excepting matters as to which the Indemnified Parties have been negligent, engaged in willful misfeasance, bad faith, reckless disregard of the obligations and duties under this Agreement or have been in violation of applicable law or regulations.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadviser, any affiliated person of the Sub-AdviserSubadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser Subadviser (all of such persons being referred to as “Sub-Adviser "Subadviser Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Subadviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund Trust, which (1) may be based upon any misfeasance, malfeasance, or nonfeasance by the Manager’s negligence, willful misfeasance, or bad faith in the performance any of its duties (which could include a negligent action employees or a negligent omission to act), representatives or by reason any affiliate of or any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus Prospectus covering shares of the Fund Trust or any a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Subadviser Indemnified Person; provided provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Subadviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Portfolio Manager agrees to indemnify and hold harmless --------------- harmless, the Sub-Adviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of the Adviser and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser collectively, "PM Indemnified Persons”") against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) ), to which a Sub-the Adviser Indemnified Person or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Portfolio Manager’s 's responsibilities to the Fund Trust which (1i) may be based upon the Manager’s negligence, willful any misfeasance, malfeasance, or bad faith in nonfeasance by the performance Portfolio Manager, any of its duties employees or representatives, or any affiliate of or any person acting on behalf of the Portfolio Manager (which could include other than a negligent action or a negligent omission to actPM Indemnified Person), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement a registration statement or prospectus covering shares the Shares of the Fund Trust or any SeriesFund, or any amendment thereof or any supplement thereto, or 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, unless if such a statement or omission was made in reliance upon information furnished to the Manager Adviser, the Trust, or the Fund or to any affiliated person of the Trust by the Portfolio Manager by or any affiliated person of the Portfolio Manager (other than a Sub-Adviser PM Indemnified Person); provided provided, however, that in no case shall is the Portfolio Manager's indemnity in favor of the Sub-Adviser Indemnified Person be or any affiliated person or controlling person of the Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its his duties, or by reason of his reckless disregard of obligations and duties under this Agreement. The Adviser agrees to indemnify and hold harmless the Portfolio Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act of the Portfolio Manager and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Portfolio Manager (collectively, "Adviser Indemnified Persons") against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which the Portfolio Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Adviser's responsibilities as adviser of the Trust which (i) may be based upon any misfeasance, malfeasance, or nonfeasance by the Adviser, any of its employees or representatives or any affiliate of or any person acting on behalf of the Adviser (other than an Adviser Indemnified Person) or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement or prospectus covering Shares of the Trust or any Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, unless such statement or omission was made in reliance upon written information furnished to the Adviser or any affiliated person of the Adviser by the Portfolio Manager or any affiliated person of the Portfolio Manager (other than an Adviser Indemnified Person); provided, however, that in no case is the indemnity of the Adviser in favor of the Portfolio Manager, or any affiliated person or controlling person of the Portfolio Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties, or by reason of his reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Notwithstanding Section 14 of this Agreement, the Manager agrees to indemnify and hold harmless the Sub-AdviserPortfolio Manager, any affiliated person of the Sub-AdviserPortfolio Manager (other than the Manager), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Portfolio Manager (all of such persons being referred to as “Sub-Adviser Portfolio Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Portfolio Manager Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statutestatute or the regulations thereunder, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund Trust which (1) may be based upon any violations of willful misconduct, malfeasance, bad faith or negligence by the Manager’s negligence, willful misfeasanceany of its employees or representatives, or bad faith in the performance any affiliate of its duties (which could include a negligent action or a negligent omission to act), or by reason any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Portfolio Manager Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Portfolio Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Subadviser agrees to indemnify and hold harmless the Sub-Investment Adviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-1940 Act (“affiliated person”) of the Investment Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“controlling person”) the Sub-Investment Adviser (all of such persons being referred to as collectively, “Sub-Adviser PL Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-the Investment Adviser or such PL Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the ManagerSubadviser’s responsibilities to the Fund Trust which (1i) may be are based upon any willful misfeasance, bad faith, gross negligence, or reckless disregard of, the Subadviser’s obligations and/or duties under this Agreement by the Subadviser or by any of its directors, officers or employees, or agent or delegate acting on behalf of the Subadviser (other than a PL Indemnified Person), (ii) are based upon the ManagerSubadviser’s negligence, willful misfeasance, (or bad faith in the performance its agent’s or delegate’s) breach of its duties (which could include a negligent action any representation or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties warranty under this Agreement, or (2iii) may be are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement or prospectus covering the shares of the Fund Trust or any SeriesFund, or any amendment thereof or any supplement thereto, or 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, unless if such a statement or omission was made in reliance upon information furnished in writing to the Manager Investment Adviser, the Trust, or the Fund or to any affiliated person of the Manager Trust by the Subadviser or any affiliated person or agent or delegate of the Subadviser (other than a Sub-Adviser PL Indemnified Person; provided ) that was known to be false or materially misleading, or (iv) are based upon breach of its fiduciary duties to the Trust or violation of applicable law provided, however, that in no case shall is the Subadviser’s indemnity in favor of the Sub-Adviser PL Indemnified Person be Persons deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its his duties, or by reason of its his reckless disregard of obligations and duties under this Agreement. For the avoidance of doubt, references to agents or delegates in this paragraph 14(a) shall not include any unaffiliated brokers or third-party custodian, in accordance with paragraph 13(c) above.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserPortfolio Manager, any affiliated person of the Sub-AdviserPortfolio Manager, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser Portfolio Manager (all of such persons being referred to as “Sub-Adviser "Portfolio Manager Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Portfolio Manager Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, provided, however, Portfolio Manager Indemnified Persons shall not be indemnified against losses, damages, liabilities or litigation (including legal and other expenses) arising out of the Manager’s responsibilities to the Fund which (1) may be based upon Portfolio Manager's, including without limitation any of its employees or representatives or any affiliate of or any person acting on behalf of the Portfolio Manager’s negligence, willful misfeasance, bad faith, or bad faith gross negligence in the performance of its duties (which could include a negligent action or a negligent omission to act)the Portfolio Manager's duties, or by reason of the Manager’s reckless disregard of its the Portfolio Manager's obligations and duties under this Agreement, or (2) may be which are based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Portfolio Manager and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Portfolio Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Portfolio Manager or the Fund Trust or to any affiliated person of the Portfolio Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this AgreementManager.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Advisor agrees to indemnify and hold harmless the Sub-AdviserInvestment Manager, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, ICA ("affiliated person") of Investment Manager and each person, if any, any who, within the meaning of Section 15 of the Securities Act of 1933 Act (the "1933 Act"), controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Investment Manager, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-Adviser Indemnified Person Investment Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 ActICA, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s Sub-Advisor's responsibilities to the Fund which hereunder (1) may be based upon to the Manager’s negligenceextent of and as a result of the willful misconduct, willful misfeasancebad faith, or bad faith in the performance negligence by Sub-Advisor, any of its duties (which could include a negligent action Sub-Advisor's employees or a negligent omission to act), representatives or by reason any affiliate of the Manager’s reckless disregard or any person acting on behalf of its obligations and duties under this AgreementSub-Advisor, or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Registration Statement Portfolio or prospectus covering shares of the Fund or any Series, Trust or any amendment thereof or any supplement thereto, thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made in reliance upon and in conformity with written information furnished to Investment Manager, the Manager Trust or the Fund or to any affiliated person of the Investment Manager or the Trust by a the Sub-Adviser Indemnified PersonAdvisor or upon verbal information confirmed by the Sub-Advisor in writing or (3) to the extent of, and as a result of, the failure of the Sub-Advisor to execute, or cause to be executed, Portfolio transactions according to the standards and requirements of the ICA; provided provided, however, that in no case shall Sub-Advisor indemnify the indemnity Investment Manager or any affiliated person or controlling person of the Investment Manager for any liability resulting from the Investment Manager's willful misconduct, bad faith or negligence in favor of its actions with respect to the Sub-Adviser Indemnified Person be deemed to protect such person against Advisor, the Portfolio or the Trust or information concerning any liability to which any such person would otherwise be subject of them, or by reason of the Investment Manager's failure to perform its obligations and duties in the manner required under this Agreement. The Investment Manager agrees to indemnify and hold harmless Sub-Advisor, any affiliated person of Sub-Advisor and each controlling person of Sub-Advisor, if any, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which Sub-Advisor or such affiliated person or controlling person may become subject under the 1933 Act, the ICA, the Advisers Act, under any other statute, at common law or otherwise, arising out of Investment Manager's responsibilities as investment manager of the Portfolio (1) to the extent of and as a result of the willful misfeasancemisconduct, bad faith, or negligence by Investment Manager, any of Investment Manager's employees or representatives or any affiliate of or any person acting on behalf of Investment Manager, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the performance Portfolio or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made by the Trust other than in reliance upon and in conformity with written information furnished by Sub-Advisor, or any affiliated person of the Sub-Advisor or other than upon verbal information confirmed by the Sub-Advisor in writing; provided, however, that in no case shall Investment Manager indemnify the Sub-Advisor or any affiliated person or controlling person of the Sub-Advisor for any liability resulting from the Sub-Advisor's willful misconduct, bad faith or negligence in its dutiesactions with respect to the Sub-Advisor, the Portfolio or the Trust or information concerning any of them, or by reason of the Sub-Advisor's failure to perform its reckless disregard of obligations and duties in the manner required under this Agreement. It is agreed that the Investment Manager's indemnification obligations under this Section 14 will extend to expenses and costs (including reasonable attorneys fees) incurred by the Sub-Advisor as a result of any litigation brought by the Investment Manager alleging Sub-Advisor's failure to perform its obligations and duties in the manner required under this Agreement unless judgment is rendered for the Investment Manager.

Indemnification. (a) The Notwithstanding Section 14 of this Agreement, the Manager agrees to indemnify and hold harmless the Sub-AdviserPortfolio Manager, any affiliated person of the Sub-AdviserPortfolio Manager (other than the Manager), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Portfolio Manager (all of such persons being referred to as “Sub-Adviser Portfolio Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Portfolio Manager Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statute, at common law or otherwise, howsoever arising from or in connection with this Agreement or the performance by the Portfolio Manager of its duties under this Agreement, provided, however, the Portfolio Indemnified Persons shall not be indemnified against losses, damages, liabilities or litigation (including legal and other expenses) arising out of the Manager’s responsibilities to the Fund which (1) may be based upon Portfolio Manager’s, including without limitation any of its employees or representatives or any affiliate of or any person acting on behalf of the Portfolio Manager’s negligence, willful misfeasance, bad faith, or bad faith negligence in the performance of its duties (which could include a negligent action or a negligent omission to act)the Portfolio Manager’s duties, or by reason of the Portfolio Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be which are based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Portfolio Manager and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Portfolio Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Portfolio Manager or the Fund Trust or to any affiliated person of the Portfolio Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this AgreementManager.

Indemnification. (a) The Portfolio Manager agrees to indemnify and hold harmless harmless, the Sub-Adviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act (“affiliated person”) of the Adviser and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as collectively, “Sub-Adviser PM Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) ), to which a Sub-the Adviser Indemnified Person or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Portfolio Manager’s responsibilities to the Fund Trust which (1i) may be based upon the Manager’s negligence, willful any misfeasance, malfeasance, or bad faith in nonfeasance by the performance Portfolio Manager, any of its duties employees or representatives, or any affiliate of or any person acting on behalf of the Portfolio Manager (which could include other than a negligent action or a negligent omission to actPM Indemnified Person), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement a registration statement or prospectus covering shares the Shares of the Fund Trust or any SeriesFund, or any amendment thereof or any supplement thereto, or 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, unless if such a statement or omission was made in reliance upon information furnished to the Manager Adviser, the Trust, or the Fund or to any affiliated person of the Trust by the Portfolio Manager by or any affiliated person of the Portfolio Manager (other than a Sub-Adviser PM Indemnified Person); provided provided, however, that in no case shall is the Portfolio Manager’s indemnity in favor of the Sub-Adviser Indemnified Person be or any affiliated person or controlling person of the Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its his duties, or by reason of his reckless disregard of obligation and duties under this Agreement. The Adviser agrees to indemnify and hold harmless the Portfolio Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act of the Portfolio Manager and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Portfolio Manager (collectively, “Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which the Portfolio Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Adviser’s responsibilities as adviser of the Trust which (i) may be based upon any misfeasance, malfeasance, or nonfeasance by the Adviser, any of its employees or representatives or any affiliate of or any person acting on behalf of the Adviser (other than an Adviser Indemnified Person) or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement or prospectus covering Shares of the Trust or any Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, unless such statement or omission was made in reliance upon written information furnished to the Adviser or any affiliated person of the Adviser by the Portfolio Manager or any affiliated person of the Portfolio Manager (other than an Adviser Indemnified Person); provided, however, that in no case is the indemnity of the Adviser in favor of the Portfolio Manager, or any affiliated person or controlling person of the Portfolio Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties, or by reason of his reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “"Sub-Adviser Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund a Trust which (1) may be based upon the Manager’s 's negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s 's reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund a Trust or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund a Trust or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. The Subadviser agrees to indemnify and hold harmless the Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act (a"affiliated person") of the Manager and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Manager, against any and all losses, claims damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of Subadviser's responsibilities as portfolio manager of the Series (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Subadviser, any of the Subadviser's employees or representatives or any affiliate of or any person acting on behalf of the Subadviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Series or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadviser to the Manager, the Trust or any affiliated person of the Manager or the Trust expressly for use in the Trust's registration statement, or upon verbal information confirmed by the Subadviser in writing expressly for use in the Trust's registration statement or (3) to the extent of, and as a result of, the failure of the Subadviser to execute, or cause to be executed, portfolio transactions according to the standards and requirements of the 1940 Act; provided, however, that in no case is the Subadviser's indemnity in favor of the Manager or any affiliated person or controlling person of the Manager, or any other provision of this Agreement, deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of the Subadviser and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Subadviser, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-Adviser Indemnified Person the Subadviser or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to as investment manager of the Fund which Series (1) may be based upon to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason any of the Manager’s reckless disregard 's employees or representatives or any affiliate of its obligations and duties under this Agreementor any person acting on behalf of the Manager, or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Registration Statement Series or prospectus covering shares of the Fund or any Series, Trust or any amendment thereof or any supplement thereto, thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made by the Trust other than in reliance upon written information furnished to by the Manager Subadviser, or the Fund or to any affiliated person of the Manager Subadviser, expressly for use in the Trust's registration statement or other than upon verbal information confirmed by a Sub-Adviser Indemnified Personthe Subadviser in writing expressly for use in the Trust's registration statement; provided provided, however, that in no case shall is the Manager's indemnity in favor of the Sub-Adviser Indemnified Person be Subadviser or any affiliated person or controlling person of the Subadviser, or any other provision of this Agreement, deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Advisor agrees to indemnify and hold harmless the Sub-AdviserInvestment Manager, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of Investment Manager and each person, if any, any who, within the meaning of Section 15 of the Securities Act of 1933 Act (the "1933 Act"), controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Investment Manager, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-Adviser Indemnified Person Investment Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Investment Adviser's Act of 1940 ("Adviser's Act"), under any other statute, at common law or otherwise, arising out of Sub-Advisor's responsibilities as portfolio manager of the Manager’s responsibilities to the Fund which Portfolio (1) may be based upon to the Manager’s negligenceextent of and as a result of the willful misconduct, willful misfeasancebad faith, or bad faith in the performance gross negligence by Sub-Advisor, any of its duties (which could include a negligent action Sub-Advisor's employees or a negligent omission to act), representatives or by reason any affiliate of the Manager’s reckless disregard or any person acting on behalf of its obligations and duties under this AgreementSub-Advisor, or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Registration Statement Portfolio or prospectus covering shares of the Fund or any Series, Trust or any amendment thereof or any supplement thereto, thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made in reliance upon written information furnished to Investment Manager, the Manager Trust or the Fund or to any affiliated person of the Investment Manager or the Trust or upon verbal information confirmed by a the Sub-Adviser Indemnified PersonAdvisor in writing or (3) to the extent of, and as a result of, the failure of the Sub-Advisor to execute, or cause to be executed, Portfolio transactions according to the standards and requirements of the 1940 Act; provided provided, however, that in no case shall the is Sub-Advisor's indemnity in favor of the Sub-Adviser Indemnified Person be Investment Manager or any affiliated person or controlling person of Investment Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Investment Manager agrees to indemnify and hold harmless Sub-Advisor, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act ("affiliated person") of Sub-Advisor and each person, if any who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") Sub-Advisor, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which Sub-Advisor or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Investment Adviser's Act of 1940 ("Adviser's Act"), under any other statute, at common law or otherwise, arising out of Investment Manager's responsibilities as investment manager of the Portfolio (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by Investment Manager, any of Investment Manager's employees or representatives or any affiliate of or any person acting on behalf of Investment Manager, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Portfolio or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made by the Trust other than in reliance upon written information furnished by Sub-Advisor, or any affiliated person of the Sub-Advisor or other than upon verbal information confirmed by the Sub-Advisor in writing; provided, however, that in no case is Investment Manager's indemnity in favor of Sub-Advisor or any affiliated person or controlling person of Sub-Advisor deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Manager Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “"Sub-Adviser Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s Adviser's responsibilities to the Fund Company which (1) may be based upon the Manager’s negligence, willful any misfeasance, malfeasance, or bad faith in nonfeasance by the performance Adviser, any of its duties (which could include a negligent action employees or a negligent omission to act), representatives or by reason any affiliate of or any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, Adviser or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Adviser and contained in the Registration Statement or prospectus covering shares of the Fund Company or any a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Adviser and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Fund Company or to any affiliated person of the Manager Adviser by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Portfolio Manager agrees to indemnify and hold harmless harmless, the Sub-Adviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of the Adviser and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser collectively, "PM Indemnified Persons”") against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) ), to which a Sub-the Adviser Indemnified Person or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Portfolio Manager’s 's responsibilities to the Fund Trust which (1i) may be based upon the Manager’s negligence, willful any misfeasance, malfeasance, or bad faith in nonfeasance by the performance Portfolio Manager, any of its duties employees or representatives, or any affiliate of or any person acting on behalf of the Portfolio Manager (which could include other than a negligent action or a negligent omission to actPM Indemnified Person), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement a registration statement or prospectus covering shares the Shares of the Fund Trust or any SeriesFund, or any amendment thereof or any supplement thereto, or 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, unless if such a statement or omission was made in reliance upon information furnished to the Manager Adviser, the Trust, or the Fund or to any affiliated person of the Trust by the Portfolio Manager by or any affiliated person of the Portfolio Manager (other than a Sub-Adviser PM Indemnified Person); provided provided, however, that in no case shall is the Portfolio Manager's indemnity in favor of the Sub-Adviser Indemnified Person be or any affiliated person or controlling person of the Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its his duties, or by reason of his reckless disregard of obligations and duties under this Agreement. The Adviser agrees to indemnify and hold harmless the Portfolio Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act of the Portfolio Manager and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Portfolio Manager (collectively, "Adviser Indemnified Persons") against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which the Portfolio Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Adviser's responsibilities as adviser of the Trust which (i) may be based upon any misfeasance, malfeasance, or nonfeasance by the Adviser, any of its employees or representatives or any affiliate of or any person acting on behalf of the Adviser (other than an Adviser Indemnified Person) or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement or prospectus covering Shares of the Trust or any Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, unless such statement or omission was made in reliance upon written information furnished to the Adviser or any affiliated person of the Adviser by the Portfolio Manager or any affiliated person of the Portfolio Manager (other than an Adviser Indemnified Person); provided, however, that in no case is the indemnity of the Adviser in favor of the Portfolio Manager, or any affiliated person or controlling person of the Portfolio Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties, or by reason of his reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserPortfolio Manager, any affiliated person of the Sub-AdviserPortfolio Manager, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser Portfolio Manager (all of such persons being referred to as “Sub-Adviser "Portfolio Manager Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Portfolio Manager Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund Trust which (1) may be based upon the Manager’s negligence, 's willful misfeasance, bad faith, or bad faith negligence in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s 's reckless disregard of its obligations and duties under this Agreement, Agreement or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Portfolio Manager Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Portfolio Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) a. The Manager Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the ManagerAdviser’s responsibilities to the Fund Sub-Adviser which (1) may be based upon the ManagerAdviser’s gross negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act)duties, or by reason of the ManagerAdviser’s reckless disregard of its obligations and duties under this AgreementAgreement and to the Trust, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statements or prospectus prospectuses covering shares of the Fund Trust or any SeriesFund, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Fund Trust or to any affiliated person of the Manager Adviser by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its breach or reckless disregard of its obligations and or duties under this Agreement.

Indemnification. (a) The Manager Advisor agrees to indemnify and hold harmless the Sub-AdviserSubadvisor, any affiliated person of the Sub-AdviserSubadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Subadvisor (all of such persons being referred to as “Sub-Adviser Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the ManagerAdvisor’s responsibilities to the Fund which Trust, which: (1i) may be based upon the Manager’s negligence, any willful misfeasance, or bad faith or gross negligence in the performance of its the Advisor’s duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its the Advisor’s obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Advisor, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Advisor and contained in the Registration Statement or prospectus Prospectus covering shares of the Fund Trust or any a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Advisor and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or Advisor, the Fund Trust or to any affiliated person of the Manager Advisor by a Sub-Adviser Subadvisor Indemnified Person; provided provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 16 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadvisor, any affiliated person of the Sub-AdviserSubadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Subadvisor (all of such persons being referred to as “Sub-Adviser Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which Fund, which: (1i) may be based upon the Manager’s negligence, any willful misfeasance, or bad faith or gross negligence in the performance of its the Manager’s duties (which could include a negligent action or a negligent omission to act), or by reason reckless disregard of the Manager’s reckless disregard of its obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the a Fund’s Registration Statement or prospectus covering shares of under the Fund or any Series, or any amendment thereof or any supplement thereto1933 Act, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Manager, a Fund or to any affiliated person of the Manager by a Sub-Adviser Subadvisor Indemnified Person; provided provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Subadviser agrees to indemnify and hold harmless the Sub-AdviserManager, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of the Manager and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the "1933 Act Act"), controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Manager, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses), to which the Manager, the Trust or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Subadviser's responsibilities as subadviser of the Funds (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence of the Subadviser, any of the Subadviser's employees or representatives or any affiliate of or any person acting on behalf of the Subadviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, prospectuses or statements of additional information covering the Funds or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadviser to the Manager, the Trust or any affiliated person of the Manager or the Trust expressly for use in the Trust's Registration Statement, or upon verbal information confirmed by the Subadviser in writing expressly for use in the Trust's Registration Statement or (3) to the extent of, and as a result of, the failure of the Subadviser to execute, or cause to be executed, portfolio transactions according to the standards and requirements of the 1940 Act; provided, however, that in no case is the Subadviser's indemnity in favor of the Manager or any affiliated person or controlling person of the Manager deemed to protect such person against any liability to which a Sub-Adviser Indemnified Person any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Manager agrees to indemnify and hold harmless the Subadviser against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Subadviser or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to as investment manager of the Fund which Funds (1) may be based upon to the Manager’s negligenceextent of and as a result of the willful misconduct, willful misfeasancebad faith, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason gross negligence of the Manager’s reckless disregard , any of its obligations and duties under this Agreementthe Manager's employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, prospectuses or prospectus statements of additional information covering shares of the Fund Funds or any Series, the Trust or any amendment thereof or any supplement thereto, thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made by the Trust other than in reliance upon written information furnished to by the Manager Subadviser, or the Fund or to any affiliated person of the Manager Subadviser, expressly for use in the Trust's Registration Statement or other than upon verbal information confirmed by a Sub-Adviser Indemnified Personthe Subadviser in writing expressly for use in the Trust's Registration Statement; provided provided, however, that in no case shall is the Manager's indemnity in favor of the Sub-Adviser Indemnified Person be Subadviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserPortfolio Manager, any affiliated person of the Sub-AdviserPortfolio Manager, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser Portfolio Manager (all of such persons being referred to as “Sub-Adviser "Portfolio Manager Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Portfolio Manager Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund Trust which (1) may be based upon any misfeasance, malfeasance, or nonfeasance by the Manager’s negligence, willful misfeasance, or bad faith in the performance any of its duties (which could include a negligent action employees or a negligent omission to act), representatives or by reason any affiliate of or any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, Manager or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Portfolio Manager Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Portfolio Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. The Subadviser agrees to indemnify and hold harmless the Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act (a"affiliated person") of the Manager and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Manager, against any and all losses, claims damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of Subadviser's responsibilities as portfolio manager of the Series (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Subadviser, any of the Subadviser's employees or representatives or any affiliate of or any person acting on behalf of the Subadviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Series or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadviser to the Manager, the Trust or any affiliated person of the Manager or the Trust expressly for use in the Trust's registration statement, or upon verbal information confirmed by the Subadviser in writing expressly for use in the Trust's registration statement or (3) to the extent of, and as a result of, the failure of the Subadviser to execute, or cause to be executed, portfolio transactions according to the standards and requirements of the 1940 Act; provided, however, that in no case is the Subadviser's indemnity in favor of the Manager or any affiliated person or controlling person of the Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of the Subadviser and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Subadviser, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-Adviser Indemnified Person the Subadviser or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to as investment manager of the Fund which Series (1) may be based upon to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason any of the Manager’s reckless disregard 's employees or representatives or any affiliate of its obligations and duties under this Agreementor any person acting on behalf of the Manager, or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Registration Statement Series or prospectus covering shares of the Fund or any Series, Trust or any amendment thereof or any supplement thereto, thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made by the Trust other than in reliance upon written information furnished to by the Manager Subadviser, or the Fund or to any affiliated person of the Manager Subadviser, expressly for use in the Trust's registration statement or other than upon verbal information confirmed by a Sub-Adviser Indemnified Personthe Subadviser in writing expressly for use in the Trust's registration statement; provided provided, however, that in no case shall is the Manager's indemnity in favor of the Sub-Adviser Indemnified Person be Subadviser or any affiliated person or controlling person of the Subadviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Adviser agrees to indemnify and hold harmless the Sub-Fund, the Adviser, any affiliated person of the Sub-Adviseraffiliate thereof, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the "1933 Act Act"), controls (“"controlling person”") any or all of the Sub-Fund and the Adviser (all of such persons being referred to as “Sub-Adviser "Fund Indemnified Persons”") against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) to which a Sub-Adviser any Fund Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"), or under any other statute, at common law or otherwise, arising out of the Manager’s Sub-Adviser's responsibilities as Sub-Adviser to the Fund which (1i) may be based upon the Manager’s negligence, willful any misfeasance, malfeasance or bad faith in nonfeasance by the performance Sub-Adviser, or any of its duties (which could include a negligent action employees or a negligent omission to act)representatives, or by reason any affiliate of or any person acting on behalf of the Manager’s reckless disregard Sub-Adviser, (ii) may be based upon a failure to comply with paragraph 5(b) of its obligations and duties under this Agreement, or (2iii) may be based upon any untrue statement or alleged untrue statement of a material fact about the Sub-Adviser contained in the Registration Statement or prospectus registration statement covering the shares of the Fund or any SeriesFund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact about the Sub-Adviser known or which should have been known to the Sub-Adviser and was required to be stated therein or necessary to make the statements therein not misleading, unless if such a statement or omission was made in reliance upon information furnished to the Manager or Adviser, the Fund or to any affiliated person of affiliate thereof by the Manager by a Sub-Adviser Indemnified Personor any affiliate of the Sub-Adviser; provided however, that in no case shall the indemnity in favor of the Sub-Adviser any Fund Indemnified Person be deemed to protect such person persons against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) a. The Manager Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls Sub-Adviser Controlling Persons (“controlling person”) the Sub-Adviser (and all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, expenses, liabilities, or litigation (including reasonable legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the Securities Act of 1933, as amended (“the 1933 Act”), the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, (1) arising out of the ManagerAdviser’s responsibilities to the Fund Sub-Adviser which (1) may be based upon the ManagerAdviser’s gross negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act)duties, or any material breach by reason of the Manager’s reckless disregard Adviser of its obligations and or duties under this Agreement, or (2) which may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesPortfolio, or any amendment thereof or any supplement thereto, or 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, misleading unless such statement or omission was made in reliance upon information furnished to on disclosure reviewed by the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Personin accordance with Section 8 of this Agreement; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason any material breach of its reckless disregard of obligations and or duties under this Agreement.

Indemnification. (a) The Portfolio Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of the Adviser and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-collectively, "Adviser Indemnified Persons”") against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) ), to which a Sub-the Adviser Indemnified Person or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Portfolio Manager’s 's responsibilities to the Fund Trust which (1i) may be based upon the Manager’s negligence, willful any misfeasance, malfeasance, or bad faith in nonfeasance by the performance Portfolio Manager, any of its duties employees or representatives, or any affiliate of or any person acting on behalf of the Portfolio Manager (which could include a negligent action or a negligent omission to actother than an Adviser Indemnified Person), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement a registration statement or prospectus covering shares the Shares of the Fund Trust, the Portfolios or any Series, or any amendment thereof or any supplement thereto, or 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, unless if such a statement or omission was made in reliance upon information furnished to the Manager Adviser, the Trust, or the Fund or to any affiliated person of the Trust by the Portfolio Manager by a Sub-or any affiliated person of the Portfolio Manager (other than an Adviser Indemnified Person); provided provided, however, that in no case shall is the Portfolio Manager's indemnity in favor of the Sub-Adviser Indemnified Person be or any affiliated person or controlling person of the Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its his duties, or by reason of his reckless disregard of obligations and duties under this Agreement. The Adviser agrees to indemnify and hold harmless the Portfolio Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act of the Portfolio Manager and each controlling person of the Portfolio Manager (collectively, "Pacific Investment Management Company Indemnified Persons") against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which the Portfolio Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Adviser's responsibilities as adviser of the Trust which (i) may be based upon any misfeasance, malfeasance, or nonfeasance by the Adviser, any of its employees or representatives or any affiliate of or any person acting on behalf of the Adviser (other than a Pacific Investment Management Company Indemnified Person) or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement or prospectus covering Shares of the Trust, the Portfolios or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, unless such statement or omission was made in reliance upon written information furnished to the Adviser or any affiliated person of the Adviser by the Portfolio Manager or any affiliated person of the Portfolio Manager (other than a Pacific Investment Management Company Indemnified Person); provided however, that in no case is the indemnity of the Adviser in favor of the Portfolio Manager, or any affiliated person or controlling person of the Portfolio Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties, or by reason of his reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Notwithstanding Section 14 of this Agreement, the Manager agrees to indemnify and hold harmless the Sub-AdviserPortfolio Manager, any affiliated person of the Sub-AdviserPortfolio Manager (other than the Manager), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser Portfolio Manager (all of such persons being referred to as “Sub-Adviser "Portfolio Manager Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Portfolio Manager Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund Trust which (1) may be based upon any violations of willful misconduct, malfeasance, bad faith or negligence by the Manager’s negligence, willful misfeasanceany of its employees or representatives, or bad faith in the performance any affiliate of its duties (which could include a negligent action or a negligent omission to act), or by reason any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Portfolio Manager Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Portfolio Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Adviser agrees to indemnify and hold harmless the Sub-AdviserInvestment Manager, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, ICA ("affiliated person") of the Investment Manager and each person, if any, any who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Investment Manager, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-Adviser Indemnified Person the Investment Manager or such affiliated person or controlling person of the Investment Manager may become subject under the 1933 Act, the 1940 ActICA, the Advisers Act, under any other statute, law, rule or regulation at common law or otherwise, arising out of the Manager’s Sub-Adviser's responsibilities to the Fund which hereunder (1) may be based upon to the Manager’s negligenceextent of and as a result of the willful misconduct, willful misfeasancebad faith, or bad faith in gross negligence by the performance of its duties (which could include a negligent action or a negligent omission to act)Sub-Adviser, or by reason any of the Manager’s reckless disregard Sub-Adviser's employees or representatives or any affiliate of its obligations and duties under this Agreementor any person acting on behalf of the Sub-Adviser, or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any SeriesStatement, or including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Manager Investment Manager, the Fund, the Company or the Fund or to any affiliated person of the Manager Investment Manager, the Fund or the Company or upon verbal information confirmed by a the Sub-Adviser Indemnified Personin writing, or (3) to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of the ICA; provided provided, however, that in no case shall is the Sub-Adviser's indemnity in favor of the Sub-Adviser Indemnified Person be Investment Manager or any affiliated person or controlling person of the Investment Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Sub-Advisor shall not be liable to the Investment Manager or the Fund for any losses that may be sustained as a result of (1) instructions provided by the Sub-Advisor to the Investment Manager or the Fund's Custodian or Administrator if the recipient had reason to believe that such instruction was not genuine or authorized, or (2) delays in or the inaccuracy of information that the Sub-Advisor cannot reasonably verify as provided in paragraph 1 of this Agreement. The Investment Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser and each controlling person of the Sub-Adviser, if any, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or such affiliated person or controlling person of the Sub-Adviser may become subject under the 1933 Act, the ICA, the Advisers Act, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Investment Manager's responsibilities as investment manager of the Fund (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Investment Manager, any of the Investment Manager's employees or representatives or any affiliate of or any person acting on behalf of the Investment Manager, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made other than in reliance upon and in conformity with written information furnished by the Sub-Adviser, or any affiliated person of the Sub-Adviser or other than upon verbal information confirmed by the Sub-Adviser in writing; provided, however, that in no case is the Investment Manager's indemnity in favor of the Sub-Adviser or any affiliated person or controlling person of the Sub-Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. It is agreed that the Investment Manager's indemnification obligations under this Section 14 will extend to expenses and costs (including reasonable attorneys fees) incurred by the Sub-Adviser as a result of any litigation brought by the Investment Manager alleging the Sub-Adviser's failure to perform its obligations and duties in the manner required under this Agreement unless judgment is rendered for the Investment Manager.

Indemnification. (a) The Manager Subadviser agrees to indemnify and hold harmless the Sub-AdviserManager, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of the Manager and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the "1933 Act Act"), controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Manager, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses), to which the Manager, the Trust or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of Subadviser's responsibilities as subadviser of the Funds (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence of the Subadviser, any of the Subadviser's employees or representatives or any affiliate of or any person acting on behalf of the Subadviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, prospectuses or statements of additional information covering the Funds or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadviser to the Manager, the Trust or any affiliated person of the Manager or the Trust expressly for use in the Trust's Registration Statement, or upon verbal information confirmed by the Subadviser in writing expressly for use in the Trust's Registration Statement or (3) to the extent of, and as a result of, the failure of the Subadviser to execute, or cause to be executed, portfolio transactions according to the standards and requirements of the 1940 Act; provided, however, that in no case is the Subadviser's indemnity in favor of the Manager or any affiliated person or controlling person of the Manager deemed to protect such person against any liability to which a Sub-Adviser Indemnified Person any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Manager agrees to indemnify and hold harmless the Subadviser against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Subadviser or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to as investment manager of the Fund which Funds (1) may be based upon to the Manager’s negligenceextent of and as a result of the willful misconduct, willful misfeasancebad faith, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason gross negligence of the Manager’s reckless disregard , any of its obligations and duties under this Agreementthe Manager's employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, prospectuses or prospectus statements of additional information covering shares of the Fund Funds or any Series, the Trust or any amendment thereof or any supplement thereto, thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made by the Trust other than in reliance upon written information furnished to by the Manager Subadviser, or the Fund or to any affiliated person of the Manager Subadviser, expressly for use in the Trust's Registration Statement or other than upon verbal information confirmed by a Sub-Adviser Indemnified Personthe Subadviser in writing expressly for use in the Trust's Registration Statement; provided provided, however, that in no case shall is the Manager's indemnity in favor of the Sub-Adviser Indemnified Person be Subadviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Manager Notwithstanding Section 13 of this Agreement, the Adviser agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser (other than the Adviser), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statute, at common law or otherwise, arising out of the ManagerAdviser’s responsibilities to the Fund Trust which (1) may be based upon the ManagerAdviser’s negligence, willful misfeasancemalfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the ManagerAdviser’s reckless disregard of its obligations and duties under this AgreementAgreement , or by reason of such acts by any of Adviser’s employees or representatives, or any affiliate of or any person acting on behalf of the Adviser, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Adviser and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Adviser and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Fund Trust or to any affiliated person of the Manager Adviser by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserPortfolio Manager, any affiliated person of the Sub-AdviserPortfolio Manager, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser Portfolio Manager (all of such persons being referred to as “Sub-Adviser "Portfolio Manager Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Portfolio Manager Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund Trust which (1) may be based upon any misfeasance, malfeasance, or nonfeasance by the Manager’s negligence, willful misfeasance, or bad faith in the performance any of its duties (which could include a negligent action employees or a negligent omission to act), representatives or by reason any affiliate of the Manager’s reckless disregard , any portfolio manager of its obligations and duties under this Agreementany other series of the Trust, or person acting on behalf of the Manager or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Portfolio Manager Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Portfolio Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadvisor, any affiliated person of the Sub-AdviserSubadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser Subadvisor (all of such persons being referred to as “Sub-Adviser "Subadvisor Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund Trust, which (1) may be based upon any misfeasance, malfeasance, or nonfeasance by the Manager’s negligence, willful misfeasance, or bad faith in the performance any of its duties (which could include a negligent action employees or a negligent omission to act), representatives or by reason any affiliate of or any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus Prospectus covering shares of the Fund Trust or any a Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Subadvisor Indemnified Person; provided provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which (1) may be based upon the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act)duties, or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadvisor, any affiliated person of the Sub-AdviserSubadvisor, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Subadvisor (all of such persons being referred to as “Sub-Adviser Subadvisor Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Subadvisor Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund which Trust, which: (1i) may be based upon the Manager’s negligence, any willful misfeasance, or bad faith or gross negligence in the performance of its the Manager’s duties (which could include a negligent action or a negligent omission to act), or by reason reckless disregard of the Manager’s reckless disregard of its obligations and duties under this Agreement, or by any of its employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus Prospectus covering shares of the Fund Registrant or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or Manager, the Fund Registrant or to any affiliated person of the Manager by a Sub-Adviser Subadvisor Indemnified Person; provided provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Subadvisor Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Portfolio Manager agrees to indemnify and hold harmless harmless, the Sub-Investment Adviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-1940 Act (“affiliated person”) of the Investment Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“controlling person”) the Sub-Investment Adviser (all of such persons being referred to as collectively, “Sub-Adviser PL Indemnified Persons”) against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-the Investment Adviser Indemnified Person or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Portfolio Manager’s responsibilities to the Fund which (1i) may be are based upon the Manager’s negligence, any willful misfeasance, bad faith, gross negligence, or bad faith in reckless disregard of, the performance Portfolio Manager’s obligations and/or duties under this Agreement by the Portfolio Manager or by any of its duties directors, officers or employees, or any affiliate acting on behalf of the Portfolio Manager (which could include other than a negligent action or a negligent omission to actPL Indemnified Person), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2ii) may be are based upon any untrue statement or alleged untrue statement of a material fact contained in the a Registration Statement or prospectus covering shares the Shares of the Fund or any SeriesPortfolio, or any amendment thereof or any supplement thereto, or 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, unless if such a statement or omission was made in reliance upon information furnished in writing to the Manager Investment Adviser, the Fund, or the Fund or to any affiliated person of the Fund by the Portfolio Manager by or any affiliated person of the Portfolio Manager (other than a Sub-Adviser PL Indemnified Person; provided ) provided, however, that in no case shall is the Portfolio Manager’s indemnity in favor of the Sub-Investment Adviser Indemnified Person be or any affiliated person or controlling person of the Investment Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its his duties, or by reason of its his reckless disregard of obligations and duties under this Agreement.

Indemnification. The Subadviser agrees to indemnify and hold harmless the Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act (a"affiliated person") of the Manager and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Manager, against any and all losses, claims damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of Subadviser's responsibilities as portfolio manager of the Series (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Subadviser, any of the Subadviser's employees or representatives or any affiliate of or any person acting on behalf of the Subadviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Series or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadviser to the Manager, the Trust or any affiliated person of the Manager or the Trust expressly for use in the Trust's registration statement, or upon verbal information confirmed by the Subadviser in writing expressly for use in the Trust's registration statement or (3) to the extent of, and as a result of, the failure of the Subadviser to execute, or cause to be executed, portfolio transactions according to the standards and requirements of the 1940 Act. In no case shall the Subadviser's indemnity in favor of the Manager or any affiliated person or controlling person of the Manager, or any other provision of this Agreement, be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Manager agrees to indemnify and hold harmless the Sub-AdviserSubadviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of the Subadviser and each person, if any, who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Subadviser, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-Adviser Indemnified Person the Subadviser or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to as investment manager of the Fund which Series (1) may be based upon to the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Manager’s negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason any of the Manager’s reckless disregard 's employees or representatives or any affiliate of its obligations and duties under this Agreementor any person acting on behalf of the Manager, or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement of additional information covering the Registration Statement Series or prospectus covering shares of the Fund or any Series, Trust or any amendment thereof or any supplement thereto, thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made by the Trust other than in reliance upon written information furnished to by the Manager Subadviser, or the Fund or to any affiliated person of the Manager Subadviser, expressly for use in the Trust's registration statement or other than upon verbal information confirmed by a Sub-Adviser Indemnified Person; provided however, that the Subadviser in writing expressly for use in the Trust's registration statement. In no case shall the Manager's indemnity in favor of the Sub-Adviser Indemnified Person be Subadviser or any affiliated person or controlling person of the Subadviser, or any other provision of this Agreement, deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Portfolio Manager agrees to indemnify and --------------- hold harmless harmless, the Sub-Adviser, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of the Adviser and each person, if any, any who, within the meaning of Section 15 of the 1933 Act Act, controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser collectively, "PM Indemnified Persons”") against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) ), to which a Sub-the Adviser Indemnified Person or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Portfolio Manager’s 's responsibilities to the Fund Trust which (1i) may be based upon the Manager’s negligence, willful any misfeasance, malfeasance, or bad faith in nonfeasance by the performance Portfolio Manager, any of its duties employees or representatives, or any affiliate of or any person acting on behalf of the Portfolio Manager (which could include other than a negligent action or a negligent omission to actPM Indemnified Person), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement a registration statement or prospectus covering shares the Shares of the Fund Trust or any SeriesFund, or any amendment thereof or any supplement thereto, or 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, unless if such a statement or omission was made in reliance upon information furnished to the Manager Adviser, the Trust, or the Fund or to any affiliated person of the Trust by the Portfolio Manager by or any affiliated person of the Portfolio Manager (other than a Sub-Adviser PM Indemnified Person); provided provided, however, that in no case shall is the Portfolio Manager's indemnity in favor of the Sub-Adviser Indemnified Person be or any affiliated person or controlling person of the Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its his duties, or by reason of his reckless disregard of obligation and duties under this Agreement. The Adviser agrees to indemnify and hold harmless the Portfolio Manager, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act of the Portfolio Manager and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls the Portfolio Manager (collectively, "Adviser Indemnified Persons") against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which the Portfolio Manager or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Adviser's responsibilities as adviser of the Trust which (i) may be based upon any misfeasance, malfeasance, or nonfeasance by the Adviser, any of its employees or representatives or any affiliate of or any person acting on behalf of the Adviser (other than an Adviser Indemnified Person) or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement or prospectus covering Shares of the Trust or any Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, unless such statement or omission was made in reliance upon written information furnished to the Adviser or any affiliated person of the Adviser by the Portfolio Manager or any affiliated person of the Portfolio Manager (other than an Adviser Indemnified Person); provided however, that in no case is the indemnity of the Adviser in favor of the Portfolio Manager, or any affiliated person or controlling person of the Portfolio Manager deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties, or by reason of his reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Subadviser agrees to indemnify and hold harmless the Sub-AdviserManager, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser, 1940 Act ("affiliated person") of the Manager and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the "1933 Act Act"), controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Manager, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses), to which the Manager, the Trust or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of Subadviser's responsibilities as subadviser of the Funds (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence of the Subadviser, any of the Subadviser's employees or representatives or any affiliate of or any person acting on behalf of the Subadviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, prospectuses or statements of additional information covering the Funds or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Subadviser to the Manager, the Trust or any affiliated person of the Manager or the Trust expressly for use in the Trust's Registration Statement, or upon verbal information confirmed by the Subadviser in writing expressly for use in the Trust's Registration Statement or (3) to the extent of, and as a result of, the failure of the Subadviser to execute, or cause to be executed, portfolio transactions according to the standards and requirements of the 1940 Act; provided, however, that in no case is the Subadviser's indemnity in favor of the Manager or any affiliated person or controlling person of the Manager deemed to protect such person against any liability to which a Sub-Adviser Indemnified Person any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Manager agrees to indemnify and hold harmless the Subadviser, any affiliated person of the Subadviser and each controlling person of the Subadviser against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Subadviser or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to as investment manager of the Fund which Funds (1) may be based upon to the Manager’s negligenceextent of and as a result of the willful misconduct, willful misfeasancebad faith, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason gross negligence of the Manager’s reckless disregard , any of its obligations and duties under this Agreementthe Manager's employees or representatives or any affiliate of or any person acting on behalf of the Manager, or (2) may be based upon as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement Statement, prospectuses or prospectus statements of additional information covering shares of the Fund Funds or any Series, the Trust or any amendment thereof or any supplement thereto, thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements statement therein not misleading, unless if such a statement or omission was made by the Trust other than in reliance upon written information furnished to by the Manager Subadviser, or the Fund or to any affiliated person of the Manager Subadviser, expressly for use in the Trust's Registration Statement or other than upon verbal information confirmed by a Sub-Adviser Indemnified Personthe Subadviser in writing expressly for use in the Trust's Registration Statement; provided provided, however, that in no case shall is the Manager's indemnity in favor of the Sub-Adviser Indemnified Person be Subadviser or any affiliated person or controlling person of the Subadviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

Indemnification. (a) The Portfolio Manager agrees to indemnify and hold harmless harmless, the Sub-Adviser, any affiliated person of the Sub-Adviser, and each controlling person, if any, who, within controls the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser collectively, "PL Indemnified Persons”") against any and all losses, claims, damages, liabilities, liabilities or litigation (including legal and other expenses) ), to which a Sub-the Adviser Indemnified Person or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Portfolio Manager’s 's responsibilities to the Fund Trust which (1I) may be based upon the Manager’s negligence, any willful misfeasance, bad faith, or bad faith in gross negligence of, or by reckless disregard of, the performance Portfolio Manager's obligations and/or duties under this Agreement by the Portfolio Managers or by any of its duties directors, officers or employees, or any affiliate acting on behalf of the Portfolio Manager (which could include other than a negligent action or a negligent omission to actPL Indemnified Person), or by reason of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement a registration statement or prospectus covering shares the Shares of the Fund Trust or any SeriesFund, or any amendment thereof or any supplement thereto, or 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, unless if such a statement or omission was made in reliance upon information furnished in writing to the Manager Adviser, the Trust, or the Fund or to any affiliated person of the Trust by the Portfolio Manager by or any affiliated person of the Portfolio Manager (other than a Sub-Adviser PL Indemnified Person); provided provided, however, that in no case shall is the Portfolio Manager's indemnity in favor of the Sub-Adviser PL Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its his duties, or by reason of its his reckless disregard of obligations obligation and duties under this Agreement.

Indemnification. (a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“"controlling person”") the Sub-Adviser (all of such persons being referred to as “"Sub-Adviser Indemnified Persons”") against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Manager’s 's responsibilities to the Fund which (1) may be based upon the Manager’s 's negligence, willful misfeasance, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason of the Manager’s 's reckless disregard of its obligations and duties under this Agreement, or ; (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund or any Series, or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person of the Manager by a Sub-Adviser Indemnified Person; provided (3) may be based on the issue, sale and distribution of the Fund's shares to the extent such loss, claim, damages, liabilities or litigation is based on an action taken or omitted to be taken by the Manager or ING Pilgrim Securities, Inc.; (4) may be based on any breach by the Manager of any representation or warranty, or any failure by the Manager or the Fund to comply with any agreement contained in the Agreement; or (5) may be based on any action taken or omitted to be taken by the Administrator or the Custodian, to the extent such action or omission is the result of an action or omission of the Manager; provided, however, that in no case shall the indemnity in favor of the Sub-Adviser Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Notwithstanding Section 14 of this Agreement, the Manager agrees to indemnify and hold harmless the Sub-AdviserPortfolio Manager, any affiliated person of the Sub-AdviserPortfolio Manager (other than the Manager), and each person, if any, who, within the meaning of Section 15 of the 1933 Act controls (“controlling person”) the Sub-Adviser Portfolio Manager (all of such persons being referred to as “Sub-Adviser Portfolio Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities, or litigation (including legal and other expenses) to which a Sub-Adviser Portfolio Manager Indemnified Person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, the Code, under any other statute, at common law or otherwise, arising out of the Manager’s responsibilities to the Fund Trust which (1i) may be based upon any violations of willful misconduct, malfeasance, bad faith or negligence by the Manager’s negligence, willful misfeasanceany of its employees or representatives, or bad faith in the performance any affiliate of its duties (which could include a negligent action or a negligent omission to act), or by reason any person acting on behalf of the Manager’s reckless disregard of its obligations and duties under this Agreement, or (2ii) may be based upon any untrue statement or alleged untrue statement of a material fact supplied by, or which is the responsibility of, the Manager and contained in the Registration Statement or prospectus covering shares of the Fund Trust or any Series, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known or which should have been known to the Manager and was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund Trust or to any affiliated person of the Manager by a Sub-Adviser Portfolio Manager Indemnified Person; provided however, that in no case shall the indemnity in favor of the Sub-Adviser Portfolio Manager Indemnified Person be deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties, or by reason of its reckless disregard of obligations and duties under this Agreement.

Indemnification. (a) The Manager Sub-Adviser agrees to indemnify and hold harmless the Sub-AdviserAdviser and the Trust, any affiliated person within the meaning of Section 2(a)(3) of the Sub-Adviser1940 Act (“affiliated person”) of the Adviser or the Trust, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act Act”), controls (“controlling person”) the Sub-Adviser (all of such persons being referred to as “Sub-Adviser Indemnified Persons”) Adviser, against any and all losses, claims, damages, liabilities, liabilities or litigation (including reasonable legal and other expenses) ), to which a Sub-Adviser Indemnified Person the Adviser, the Fund, the Trust or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the ManagerSub-Adviser’s responsibilities under this Agreement to the Fund which (1) may be based upon extent of and as a result of the Manager’s negligencewillful misconduct, willful misfeasancebad faith, or bad faith in the performance of its duties (which could include a negligent action or a negligent omission to act), or by reason gross negligence of the Manager’s reckless disregard of its obligations and duties under this AgreementSub-Adviser, or (2) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or prospectus covering shares of the Fund Sub-Adviser’s employees or representatives or any Series, affiliate of or any amendment thereof or any supplement thereto, or 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, unless such statement or omission was made in reliance upon information furnished to the Manager or the Fund or to any affiliated person acting on behalf of the Manager by a Sub-Adviser Indemnified PersonAdviser; provided provided, however, that in no case shall is the Sub-Adviser’s indemnity in favor of the Sub-Adviser, the Trust, any affiliated person of the Adviser Indemnified Person be or the Trust, or controlling person of the Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or gross negligence in the performance of its duties, duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser agrees to indemnify and hold harmless the Sub-Adviser against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or its affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Adviser’s responsibilities under this Agreement to the extent of and as a result of the willful misconduct, bad faith, or gross negligence of the Adviser, any of the Adviser’s employees or representatives or any affiliate of or any person acting on behalf of the Adviser; provided, however, that in no case is the Adviser’s indemnity in favor of the Sub-Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.