Common use of Liability and Indemnification Clause in Contracts

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law law, neither the Adviser nor any of its officers, members or employees (whose provisions may not be waived or altered by contract), the Sub-Adviser its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law law, neither the Adviser nor any of its officers, members or employees (whose provisions may not be waived or altered by contract), the Sub-Adviser its "Affiliates") shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “Adviser "Manager Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law law, neither the Adviser nor any of its officers, members or employees (whose provisions may not be waived or altered by contract), the Sub-Adviser its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable (i) for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser or its Affiliates with respect to any Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to any Fund by the Portfolio(s), the Trust or the Adviser, Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, directors, partners, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), the Trust Advisor or the Adviser Fund as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Fund, the TrustAdvisor, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Advisor Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Advisor Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectusany Registration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser Advisor or the Trust Fund by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law law, neither the Adviser nor any of its officers, members or employees (whose provisions may not be waived or altered by contract), the Sub-Adviser its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law law, neither the Adviser nor any of its officers, members or employees (whose provisions may not be waived or altered by contract), the Sub-Adviser its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law law, neither the Adviser nor any of its officers, members or employees (whose provisions may not be waived or altered by contract), the Sub-Adviser together its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law law, if the losses or otherwise, arising claims arise out of or are based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. The Adviser does not make any warranty that the investment performance of the Allocated Portion will meet any particular standard, such as the performance of an index or another portfolio managed by the Adviser.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law law, neither the Adviser nor any of its officers, members or employees (whose provisions may not be waived or altered by contract), the Sub-Adviser its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(sFund(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(sFund(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except It is expressly understood and intended that the Grantee, as the recipient of grant funds, is not an officer, employee or agent of Miami-Dade County, its Board of County Commissioners, its Mayor, the Department of Cultural Affairs or the Cultural Affairs Council. Further, for purposes of the Agreement and the grant project or activity, the parties hereto agree that the Grantee, its officers, agents and employees are independent contractors. The Grantee shall take all actions as may otherwise be necessary to ensure that its officers, agents, employees, assignees and/or subcontractors shall not act as nor give the appearance of that of an agent, servant, joint venturer, collaborator or partner of the Department of Cultural Affairs, the Cultural Affairs Council, the Miami-Dade County Mayor, the Miami-Dade County Board of County Commissioners, or its employees. The Grantee agrees to be responsible for all work performed and all expenses incurred in connection with the project. The Grantee may subcontract as necessary to perform the services set forth in the Agreement, including entering into subcontracts with vendors for services and commodities, provided that it is understood by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the SubGrantee that Miami-Adviser Dade County shall not be liable to the subcontractor for any losses, claims, damages, expenses or liabilities or litigation (including reasonable attorneys fees) incurred or suffered by under the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser forsubcontract, and that the Sub-Adviser Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. The Grantee shall indemnify and hold harmless the Adviser County and the Trustits officers, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) employees, agents and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, instrumentalities from any and all lossesliability, losses or damages, including attorneys’ fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, damagesdemands, liabilities law suits, causes of actions or litigation (including reasonable legal and other expenses) to which proceedings of any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act kind or any other statute, or at common law or otherwise, nature arising out of of, relating to or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in resulting from the performance of the Agreement by the Grantee or its employees, agents, servants, partners, principals or subcontractors. The Grantee shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any of its duties kind or obligations hereunder or (ii) any untrue statement of a material fact contained nature in the Prospectusname of the County, proxy materialswhere applicable including appellate proceedings, reportsand shall pay all costs, advertisementsjudgments, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser and attorneys’ fees which was may issue thereon. The Grantee expressly understands and agrees that any insurance protection required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (Agreement or otherwise provided shall in no way limit the responsibility to indemnify, keep and save harmless, and defend the County or its officers, employees, agents and instrumentalities as defined below) for use thereinherein provided.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “"Adviser Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law law, neither the Adviser nor any of its officers, members or employees (whose provisions may not be waived or altered by contract), the Sub-Adviser its "Affiliates") shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), the Trust Manager or the Adviser Corporation as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Corporation, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “Adviser "Manager Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust Corporation by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by In the Investment Company Act absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other federal securities law (whose provisions may not be waived person or altered by contractentity affiliated with Adviser), the Sub-Adviser shall not be liable subject to liability to the Trust or to any shareholder of the Trust for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder including, liabilities without limitation, any error of judgment or litigation (including reasonable attorneys fees) incurred mistake of law or for any loss suffered by any of them in connection with the Portfolio(s)matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct or liability incurred under Section 36(b) of the Act, the Trust shall indemnify Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with Adviser) from any liability arising from Adviser’s conduct under this Agreement. Indemnification to Adviser or any of its personnel or affiliates shall be made when (i) a final decision on the Adviser as merits is rendered by a result of any error of judgment, mistake of law, court or other action or omission by body before whom the Sub-Adviser; provided, howeverproceeding was brought, that nothing the person to be indemnified was not liable by reason of disabling conduct or Section 36(b) or, (ii) in this Agreement shall operate or purport to operate in any way to exculpatethe absence of such a decision, waive or limit the liability a reasonable determination, based upon a review of the Sub-Adviser forfacts, and that the Sub-Adviser shall indemnify and hold harmless person to be indemnified was not liable by reason of disabling conduct, by (a) the Adviser and vote of a majority of a quorum of Trustees who are neither “interested persons” of the Trust, all affiliated persons thereof (Trust as defined in Section 2(a)(32(a)(19) of the Investment Company ActAct nor parties to the proceeding (“disinterested, non-party Trustees”), or (b) and all controlling persons thereof (as described an independent legal counsel in Section 15 a written opinion. The Trust may, by vote of a majority of the Securities Act) (collectivelydisinterested, “Adviser Indemnitees”) againstnon-party Trustees, any and all lossesadvance attorneys’ fees or other expenses incurred by officers, claimsTrustees, damagesinvestment advisers or principal underwriters, liabilities in defending a proceeding upon the undertaking by or litigation (including reasonable legal and other expenses) to which any on behalf of the Adviser Indemnitees may become person to be indemnified to repay the advance unless it is ultimately determined that such person is entitled to indemnification. Such advance shall be subject under to at least one of the Securities Actfollowing: (1) the person to be indemnified shall provide a security for the undertaking, (2) the Investment Company Act, the Advisers Act or Trust shall be insured against losses arising by reason of any other statutelawful advances, or at common law (3) a majority of a quorum of the disinterested, non-party Trustees, or otherwisean independent legal counsel in a written opinion shall determine, arising out of or based on (i) any willful misconducta review of readily available facts, bad faith, reckless disregard or gross negligence of that there is reason to believe that the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required person to be stated therein or necessary indemnified ultimately will be found entitled to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinindemnification.

Liability and Indemnification. A. Except as may otherwise be provided by In the Investment Company Act absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Adviser (and its officers, directors, agents, employees, controlling persons, interest holders and any other federal securities law (whose provisions may not be waived person or altered by contractentity affiliated with Adviser), the Sub-Adviser shall not be liable subject to liability to the Fund or to any interest holder of the Fund for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder including, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s)without limitation, the Trust or the Adviser as a result of any error of judgment, judgment or mistake of lawlaw or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct or liability incurred under Section 36(b) of the Act, the Fund shall indemnify Adviser (and its officer, directors, agents, employees, controlling person, interest holders and any other person or entity affiliated with Adviser) from any liability arising from Adviser's conduct under this Agreement. Indemnification to Adviser or any of its personnel or affiliates shall be made when (i) a final decision on the merits is rendered by a court or other action or omission by body before whom the Sub-Adviser; provided, howeverproceeding was brought, that nothing the person to be indemnified was not liable by reason of disabling conduct or Section 36(b) or, (ii) in this Agreement shall operate or purport to operate in any way to exculpatethe absence of such a decision, waive or limit the liability a reasonable determination, based upon a review of the Sub-Adviser forfacts, and that the Sub-Adviser shall indemnify and hold harmless person to be indemnified was not liable by reason of disabling conduct, by (a) the Adviser and vote of a majority of a quorum of Board of Managers who are neither "interested persons" of the Trust, all affiliated persons thereof (Fund as defined in Section 2(a)(32(a)(19) of the Investment Company Act) and all controlling persons thereof Act nor parties to the proceeding (as described in Section 15 "disinterested, non-party members of the Securities ActBoard of Managers"), or (b) (collectivelyan independent legal counsel in a written opinion. The Fund may, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any by vote of a majority of the Adviser Indemnitees may become disinterested, non-party members of the Board of Managers, advance attorneys' fees or other expenses incurred by officers, members of the Board of Managers, investment advisers or principal underwriters, in defending a proceeding upon the undertaking by or on behalf of the person to be indemnified to repay the advance unless it is ultimately determined that such person is entitled to indemnification. Such advance shall be subject under to at least one of the Securities Actfollowing: (1) the person to be indemnified shall provide a security for the undertaking, (2) the Investment Company Act, the Advisers Act or Fund shall be insured against losses arising by reason of any other statutelawful advances, or at common law (3) a majority of a quorum of the disinterested, non-party members of the Board of Managers, or otherwisean independent legal counsel in a written opinion shall determine, arising out of or based on (i) any willful misconducta review of readily available facts, bad faith, reckless disregard or gross negligence of that there is reason to believe that the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required person to be stated therein or necessary indemnified ultimately will be found entitled to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinindemnification.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except to the extent otherwise required by applicable law, regulation or fund transfer system rule, to the extent any Service or transaction is (a) governed by or otherwise involves transactions governed by Article 4A of the Uniform Commercial Code as may otherwise be provided by in effect in the Investment Company Act or any other federal securities law state in which the main office of the Bank is located (whose provisions may not be waived or altered by contract“UCC Article 4A”), the Sub-Adviser liability of the parties shall be governed by this Agreement and the applicable provisions of UCC Article 4A and the Bank shall only be liable for Customer’s actual damages and then only to the extent such damages are recoverable under UCC Article 4A, or (b) not governed by UCC Article 4A, the liability of the Parties shall be governed by a standard of ordinary care, in which case the Bank shall only be liable for Customer’s actual damages and then only to extent caused by the Bank’s failure to exercise ordinary care. The Bank will be deemed to have exercised ordinary care if its actions or failure to act have been in conformity with this Agreement, the applicable Security Procedure and the Bank’s other ordinary procedures. In no event shall the Bank be liable for damages in excess of the lesser of 1.) The loss sustained by the Customer or 2.) The amount customer has paid for service fees over the course of the prior 6 months, except to the extent otherwise required by UCC Article 4A or other applicable laws and regulations. In the event that Customer is entitled to interest on any unauthorized or erroneously executed payment order under UCC Article 4A, the Bank will not be liable for interest unless Customer notifies Bank in writing that such payment order was not authorized or properly executed within [20] calendar days following Customer’s receipt of notification either of the acceptance of such payment order or the debiting of such order to one of Customer’s accounts at the Bank. THE BANK SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES UNDER THIS AGREEMENT, EVEN IF BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Bank shall not be liable for any losses, claims, damages, liabilities delays or litigation (including reasonable attorneys fees) incurred failures in the performance or suffered by the Portfolio(s), the Trust or the Adviser as a result completion of any error of judgmentits obligations under or with respect to this Agreement, mistake beyond its reasonable control; including, but not limited to, delays or failures directly or indirectly caused by fire, flood, storm, earthquake, strikes, lockouts, labor difficulties, sabotage, war, insurrection, military operation, national emergency, mechanical, electrical or computer system breakdown, riot or civil commotion; failures of lawtransportation, communications or power supply; any order, requisition, request or recommendation of any governmental agency or acting governmental authority or either Party's compliance therewith; government regulation, or other action acts of God or omission by causes beyond either the Sub-Adviser; providedBank’s reasonable control, however, that nothing in this Agreement shall operate whether similar or purport dissimilar to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser such causes. Customer shall indemnify and hold the Bank harmless the Adviser and the Trustfrom any cost, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities liability or litigation expense (including reasonable legal attorneys’ fees) arising from (a) any claim by a third party alleging that any transaction or other activity contravenes or compromises the rights, title or interest of any third party, or violates any applicable law, rule, regulation, fund transfer system rule, ordinance, court order or other mandate or prohibition, or (b) the breach of any representation, warranty, or covenant made by Customer to the Bank in this Agreement (“Claim”), except to the extent the Claim is caused directly by the Bank’s failure to act in accordance with Customer’s instructions given pursuant to and other expensesin the manner required by this Agreement. This paragraph shall survive termination of this Agreement with respect to acts or omissions occurring during its term. Customer will indemnify the Bank and its directors, officers, employees, agents, successors, and assigns from and against (i) to all liability, loss, or damages of any kind which may be imposed upon, incurred by, or asserted against any of them as the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act result of any act or omission in any other statute, way relating to or at common law or otherwise, arising out of this Agreement or based on (i) any willful misconductLoan Transaction, bad faith, reckless disregard or gross negligence except in the case of the Sub-Adviser bad faith or willful misconduct of the Bank (provided that reliance, without further investigation, on any oral, telephonic, telegraphic, electronic, or written request, notice, or instruction believed in good faith to have been given or signed by Customer will in no event constitute bad faith or willful misconduct by the performance of any of its duties or obligations hereunder or Bank); and (ii) all costs and expenses of any untrue statement kind (including, but not limited to, reasonable attorneys’ fees) which may be imposed upon, incurred by, or asserted against any of a material fact them as the result of any act or omission in any way relating to or arising out of this Agreement or any Transaction. The obligations contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinthis Section will survive termination of this Agreement.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorneys’ fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser nor any of its officers, members or employees (together its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, directors or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s)Adviser, the Trust or the Adviser Fund as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act0000 Xxx) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconductmisfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder hereunder, (ii) the Sub-Adviser being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Registration Statement on Form N-1A or any written guidelines or instruction provided in writing by the Trust’s Board of Trustees or the Adviser, (iii) the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (iv) the Fund being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Registration Statement or any written guidelines or instruction provided in writing by the Trust’s Board of Trustees or the Adviser, by reason of any action or omission of the Sub-Adviser, or (iiv) any untrue statement of a material fact contained in the Prospectusprospectus and statement of additional information, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereintherein (collectively, “Sub-Adviser Culpable Conduct”).

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), the Trust Adviser or the Adviser Company as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Company, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust Company by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser Advisers shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-AdviserAdvisers; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Advisers for, and the Sub-Adviser Advisers shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the a Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the a Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon upon, incomplete information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. The Sub-Adviser does not make any warranty that the investment performance of the Portfolio will meet any particular standard, such as the performance of an index or another portfolio managed by the Sub-Adviser. The Sub-Adviser shall not be deemed to have breached this Agreement or any investment restrictions or policies applicable to the Portfolio in connection with fluctuations arising from market movements and other events outside the control of the Sub-Adviser; it being understood that any guideline or policy breaches resulting from market movements may result in restrictions on Sub-Adviser’s activities.

Liability and Indemnification. A. Except as may otherwise be provided by a. Absent the Investment Company Act Sub-Adviser’s breach of this Agreement or any other federal securities law (whose provisions may not be waived the willful misconduct, bad faith, gross negligence, or altered by contract)reckless disregard of the obligations or duties hereunder on the part of the Sub-Adviser, or its officers, directors, partners, agents, employees and controlling persons, the Sub-Adviser shall not be liable for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder or for any losses that may be sustained in the purchase, liabilities holding or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result sale of any error of judgment, mistake of law, or other action or omission by the Sub-Adviserposition; provided, however, that nothing the Sub-Adviser shall be responsible for, and shall indemnify and hold the Fund and the Adviser and each of their respective Trustees, members, officers, employees and shareholders, and each person, if any, who controls the Fund or the Adviser within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), harmless against, any and all Losses (as defined below) arising out of or resulting from a “Trade Error” (as defined in this Agreement shall operate the Compliance Manual of the Fund, as the same may be amended from time to time) caused by the negligent action or purport to operate in any way to exculpate, waive or limit the liability negligent omission of the Sub-Adviser for, and the Sub-or its agent. The Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) agrees to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known provide written notice to the Sub-Adviser which was required at least 35 days prior to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished any material changes to the Adviser definition of Trade Error becoming effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or court order. It is acknowledged and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it is acknowledged and agreed that the Fund is a third party beneficiary of the indemnity granted in this Section 9(a), and the indemnity is intended to cover claims by the Fund, the Trust (on behalf of the Fund), or the Trust by Adviser against the Sub-Adviser Indemnitees (as defined below) for use thereinrecovery pursuant to this section.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law law, neither the Adviser nor any of its officers, members or employees (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), the Trust or the Adviser Company as a result of any error of judgment, mistake of law, or other action or omission judgment by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Fund, however, except that nothing in this Agreement shall will operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the TrustFund(s) or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act0000 Xxx) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “"Adviser Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Company, or the Trust omission of such information, by the Sub-Adviser Indemnitees (as defined below) Indemnities for use therein.. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. 5. Representations of the Adviser The Adviser represents, warrants and agrees as follows:

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser SSI shall not be liable to the Trusts for any action taken or thing done by it or its agents or contractors on behalf of a Trust in carrying out the terms and provisions of this Agreement if done in good faith and without negligence or misconduct on the part of SSI, its agents or contractors. The Trust shall indemnify and hold SSI, and its controlling persons, if any, harmless from any and all claims, actions, suits, losses, claimscosts, damages, liabilities or litigation (and expenses, including reasonable attorneys fees) expenses for counsel, incurred by it in connection with its acceptance of this Agreement, in connection with any action or suffered omission by it or its agents or contractors in the Portfolio(s)performance of its duties hereunder to the Trusts, the Trust or the Adviser as a result of acting upon any error instruction believed by it to have been executed by a duly authorized agent of judgmenta Trust or as a result of acting upon information provided by a Trust in form and under policies agreed to by SSI and the Trusts provided that: (i) to the extent such claims, mistake of lawactions, suits, losses, costs, damages, or other action expenses relate solely to a particular series or omission by the Sub-Adviser; providedgroup of series of Shares, however, that nothing in this Agreement such indemnification shall operate or purport to operate in any way to exculpate, waive or limit the liability be only out of the Sub-Adviser forassets of that series or group of series; (ii) this indemnification shall not apply to actions or omissions constituting negligence or misconduct of SSI or its agents or contractors, including but not limited to willful misfeasance, bad faith, or gross negligence in the performance of their duties, or reckless disregard of their obligations and duties under this Agreement; and (iii) SSI shall give a Trust prompt notice and reasonable opportunity to defend against any such claim or action in its own name or in the Sub-Adviser name of SSI. SSI shall indemnify and hold harmless the Adviser Trust from and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damagesdemands, expenses and liabilities which the Trust may sustain or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Actincur arising out of, or incurred because of, the Investment Company Actnegligence or misconduct of SSI or its agents or contractors, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on provided that: (i) any willful misconduct, bad faith, reckless disregard this indemnification shall not apply to actions or gross omissions constituting negligence or misconduct of the Sub-Adviser in the performance of any of Trust or its duties other agents or obligations hereunder or contractors and (ii) the Trust shall give SSI prompt notice and reasonable opportunity to defend against any untrue statement of a material fact contained such claim or action in its own name or in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to name of the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinTrust.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable (i) for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser or its Affiliates with respect to any Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to any Fund by the Portfolio(s), the Trust or the Adviser, Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “"Adviser Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law law, if the losses or otherwise, arising claims arise out of or are based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. The Adviser does not make any warranty that the investment performance of the Allocated Portion will meet any particular standard, such as the performance of an index or another portfolio managed by the Adviser.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “"Adviser Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact relating to the Sub-Adviser contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) expressly for use thereintherein and provided that the Adviser gave the Sub-Adviser a reasonable advance opportunity to review and comment on all such Fund materials that relate to the Sub-Adviser.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Portfolio(sFund(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(sFund(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by provisions of the Investment Company Act or any other federal securities law (whose provisions that may not be waived or altered by contract)contract under applicable law, neither the Sub-Adviser nor any of its officers, members, partners or employees (together its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feesand documented legal and other expenses) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-AdviserAdviser or its Affiliates; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable and documented legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconductmisfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or its reckless disregard of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust ) or the Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) specifically for use therein. The Sub-Adviser does not make any warranty that the investment performance or profitability of the Portfolio(s) will meet any particular standard, such as the performance of an index or another portfolio managed by the Sub-Adviser.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser, including its officers, directors, employees and affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser SSI shall not be liable to the Trusts for any action taken or thing done by it or its agents or contractors on behalf of a Trust in carrying out the terms and provisions of this Agreement if done in good faith and without negligence or misconduct on the part of SSI, its agents or contractors. Each Trust shall indemnify and hold SSI, and its controlling persons, if any, harmless from any and all claims, actions, suits, losses, claimscosts, damages, liabilities or litigation (and expenses, including reasonable attorneys fees) expenses for counsel, incurred by it in connection with its acceptance of this Agreement, in connection with any action or suffered omission by it or its agents or contractors in the Portfolio(s)performance of its duties hereunder to the Trusts, the Trust or the Adviser as a result of acting upon any error instruction believed by it to have been executed by a duly authorized agent of judgmenta Trust or as a result of acting upon information provided by a Trust in form and under policies agreed to by SSI and the Trusts provided that: (i) to the extent such claims, mistake of lawactions, suits, losses, costs, damages, or other action expenses relate solely to a particular series or omission by the Sub-Adviser; providedgroup of series of Shares, however, that nothing in this Agreement such indemnification shall operate or purport to operate in any way to exculpate, waive or limit the liability be only out of the Sub-Adviser forassets of that series or group of series; (ii) this indemnification shall not apply to actions or omissions constituting negligence or misconduct of SSI or its agents or contractors, including but not limited to willful misfeasance, bad faith, or gross negligence in the performance of their duties, or reckless disregard of their obligations and duties under this Agreement; 15 and (iii) SSI shall give a Trust prompt notice and reasonable opportunity to defend against any such claim or action in its own name or in the Sub-Adviser name of SSI. SSI shall indemnify and hold harmless the Adviser each Trust from and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damagesdemands, expenses and liabilities which the Trust may sustain or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Actincur arising out of, or incurred because of, the Investment Company Actnegligence or misconduct of SSI or its agents or contractors, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on provided that: (i) any willful misconduct, bad faith, reckless disregard this indemnification shall not apply to actions or gross omissions constituting negligence or misconduct of the Sub-Adviser in the performance of any of Trust or its duties other agents or obligations hereunder or contractors and (ii) the Trust shall give SSI prompt notice and reasonable opportunity to defend against any untrue statement of a material fact contained such claim or action in its own name or in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to name of the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinTrust.

Liability and Indemnification. A. Except So long as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)Founders shall use reasonable care, the Sub-Adviser due diligence, and act in good faith in performing its duties under this Agreement, Founders shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser responsible for, and the Sub-Adviser Fund shall indemnify and hold Founders harmless the Adviser from and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, liabilities, claims, damagesdemands, liabilities or litigation suits, costs, and expenses (including reasonable legal attorneys' fees) which may be asserted against Founders or for which Founders may be held to be liable, which arise out of, or are attributable to, Founders' discharge of its responsibilities and obligations imposed by this Agreement. The Fund shall not be responsible for, and Founders shall indemnify and hold the Fund harmless from and against, any and all losses, liabilities, claims, demands, suits, costs, and expenses (including reasonable attorneys' fees) which may be asserted against the Fund or for which the Fund may be held to be liable, which arise out of, or are attributable to, any negligence, willful misconduct, or lack of due care of Founders in discharging the responsibilities and obligations imposed upon Founders by this Agreement. Founders and the Fund agree that each shall promptly notify the other expenses) in writing of any situation which represents or appears to involve a claim which may be the subject of indemnification hereunder, although the failure to provide such notification shall not relieve the indemnifying party of its liability pursuant to this Section 8. The indemnifying party shall have the option to defend against any such claim. In the event the indemnifying party so elects, it will notify the indemnified party and shall assume the defense of such claim, and the indemnified party shall cooperate fully with the indemnifying party, at the indemnifying party's expense, in the defense of such claim. Notwithstanding the foregoing, the indemnified party shall be entitled to participate in the defense of such claim at its own expense through counsel of its own choosing. The indemnified party shall not enter into any settlement of such matter without the written consent of the Adviser Indemnitees may become subject under indemnifying party, which consent shall not unreasonably be withheld. The indemnifying party shall not be obligated to indemnify the Securities Actindemnified party for any settlement entered into without the written consent of the indemnifying party. If the consent of the indemnified party is required to effectuate any settlement and the indemnified party refuses to consent to any settlement negotiated by the indemnifying party, the Investment Company Act, liability of the Advisers Act or any other statute, or at common law or otherwise, indemnifying party for losses arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence due to such matter shall be limited to the amount of the Sub-Adviser in rejected proposed settlement. The obligations of Founders and the performance Fund pursuant to this Section 8 shall survive the termination of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinthis Agreement.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expensesattorneys fees) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided required by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)applicable law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable (i) for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action act or omission by of the Sub-Adviser or its Affiliates with respect to any Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to any Fund by the Portfolio(s), the Trust or the Adviser, Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) its employees, officers, trustees, directors and Trust shareholders solely where the funds of the Investment Company Act) Trust are offered as insurance products and all controlling persons thereof (as described in Section 15 the shareholder of the Securities Act) fund is limited to the insurance company offering the insurance product (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, ) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or altered by contract), the Sub-Adviser agents thereof shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s)Fund, Investment Manager, or any affiliated persons thereof (within the Trust meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Adviser Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment, judgment or mistake of lawlaw by Subadviser with respect to the Fund, or other action or omission by the Sub-Adviser; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser Fund and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Adviser Fund and Investment Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law law, or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact regarding Subadviser known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser Investment Manager or the Trust Fund by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein.; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law law, Subadviser, including any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof and any Subadviser-Delegatee (whose provisions may not be waived or altered by contract), the Sub-Adviser as defined below) shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s)Fund, Investment Manager, or any affiliated persons thereof (within the Trust meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Adviser Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment, judgment or mistake of lawlaw by Subadviser with respect to the Fund, or other action or omission by the Sub-Adviser; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser Fund and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Adviser Fund and Investment Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law law, or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact regarding Subadviser known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser Investment Manager or the Trust Fund by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), neither the Sub-Adviser nor any of its officers, members of employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-AdviserAdviser or its Affiliates; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser Advisers shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-AdviserAdvisers; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Advisers for, and the Sub-Adviser Advisers shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the a Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the a Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members, partners or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising directly out of or based on (i) the Sub-Adviser’s material breach of any of its duties or obligations under this Agreement; (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder under this Agreement; or (iiiii) any untrue statement of a material fact relating to the Sub-Adviser contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) expressly for use thereintherein and provided that the Adviser gave the Sub-Adviser a reasonable advance opportunity to review and comment on all such Fund materials that relate to the Sub-Adviser.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), neither the Sub-Adviser nor any of its affiliates shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Investment Adviser or the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission judgment by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustInvestment Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “Adviser "Manager Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the ProspectusProspectus or SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Investment Adviser or the Trust Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)applicable law, the Sub-Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser Indemnitees as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedSubadviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser or the Trust by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), neither the Sub-Adviser nor its affiliates shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser and provided by Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (together its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law law, if the losses or otherwise, arising claims arise out of or are based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. The Sub-Adviser does not make any warranty that the investment performance of the Fund will meet any particular standard, such as the performance of an index or another portfolio managed by the Sub-Adviser.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law laws, neither the Subadviser nor any of its officers, partners, managing directors, employees, affiliates or agents (whose provisions may not the “Indemnified Parties”) shall be waived or altered by contract)subject to any liability to the Manager, the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s)Fund, the Trust Portfolio or any shareholder of the Adviser as a result of Portfolio for any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, loss arising out of any investment or based on (i) other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement, except by reason of willful misconductmisfeasance, bad faith, reckless disregard faith or gross negligence of the Sub-Adviser in the performance of any Indemnified Party’s duties or by reason of reckless disregard by any Indemnified Party of its duties obligations and duties. The Manager shall hold harmless and indemnify the Subadviser for any loss, liability, cost, damage or expense (including reasonable attorneys fees and costs) arising (i) from any claim or demand by any past or present shareholder of the Portfolio that is not based upon the obligations hereunder of the Subadviser with respect to the Portfolio under this Agreement or (ii) resulting from the failure of the Manager to inform the Subadviser of any untrue statement applicable Insurance Restrictions or any changes therein or of any policies and guidelines as established by the Manager or the Directors. The Subadviser agrees to indemnify the Manager for any loss, liability, cost, damage or expense (including reasonable attorney’s fees) resulting from a material fact contained misstatement or omission in the ProspectusPortfolio’s Prospectus with respect to disclosure of the Portfolio’s investment objectives, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, policies and risks if such statement or omission was made in reliance upon written information furnished by the subadviser to the Adviser Manager expressly for use in the Portfolio’s prospectus. The Manager acknowledges and agrees that the Subadviser makes no representation or the Trust warranty, express or implied, that any level of performance or investment results will be achieved by the Sub-Adviser Indemnitees (as defined below) for use thereinPortfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-AdviserAdviser or its Affiliates; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Sub-Adviser’s provision of investment sub-advisory services to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law law, Subadviser, including any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof and any Subadviser-Delegatee (whose provisions may not be waived or altered by contract), the Sub-Adviser as defined below) shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(sFund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, the Trust or the Adviser “Fund and Investment Manager Indemnitees”) as a result of any error of judgment, judgment or mistake of lawlaw by Subadviser with respect to the Fund, or other action or omission by the Sub-Adviser; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser Fund and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Adviser Fund and Investment Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law law, or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact regarding Subadviser known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser Investment Manager or the Trust Fund by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the The Sub-Adviser shall not be liable for any losses, claims, damages, liabilities error of judgment or litigation (including reasonable attorneys fees) incurred or for any loss suffered by the Portfolio(s), Adviser in connection with the Trust or the Adviser as a result performance of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided’s obligations under this Agreement, however, that nothing in this Agreement shall operate except a liability or purport to operate in any way to exculpate, waive or limit the liability of loss resulting from the Sub-Adviser forAdviser’s (i) willful misfeasance, bad faith, or negligence or its reckless disregard of its obligations and the duties under this Agreement; or (ii) violation of law or any duty imposed by federal or state law. The Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) its affiliates from and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damageslosses, liabilities or litigation damages (including reasonable legal attorney’s fees and other related expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act arising from or any other statute, or at common law or otherwise, arising out of or based on (i) any in connection with Sub-Adviser’s willful misconductmisfeasance, bad faith, negligence or reckless disregard in the performance of its obligations and duties hereunder ; provided, however, that the Sub-Adviser’s obligation under this Paragraph 6 shall be reduced to the extent that the claim against, or gross negligence the loss, liability or damage experienced by the Adviser, is caused by or is otherwise related to the Adviser’s own willful misfeasance, bad faith or negligence, or to the reckless disregard of its duties under this Agreement. The Adviser shall indemnify and hold harmless the Sub-Adviser and its affiliates from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) arising from or in connection with Adviser’s willful misfeasance, bad faith, negligence or reckless disregard in the performance of any of its obligations and duties or obligations hereunder or (ii) any untrue statement of a material fact contained in hereunder; provided, however, that the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining Adviser’s obligation under this Paragraph 6 shall be reduced to the Portfolio(s), extent that the Trust or the Adviserclaim against, or the omission to state therein a material fact known loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise related to the Sub-Adviser which was required to be stated therein Adviser’s own willful misfeasance, bad faith or necessary to make the statements therein not misleadingnegligence, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinreckless disregard of its duties under this Agreement.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law law, neither the Advisers nor any of their officers, members or employees (whose provisions may not be waived or altered by contract), the Sub-Adviser its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdvisers or thier Affiliates with respect to the Allocated Portion, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Advisers or their Affiliates for, and the Sub-Adviser Advisers shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-either Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-either Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expensesattorneys fees) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on directly resulting from (i) any willful misconduct, bad faith, reckless disregard faith or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or from Sub-Adviser’s reckless disregard of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, advertisements or sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reasonable reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or altered by contract), the Sub-Adviser agents thereof shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s)Fund, Investment Manager, or any affiliated persons thereof (within the Trust meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Adviser 1933 Act) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment, judgment or mistake of lawlaw by Subadviser with respect to the Fund, or other action or omission by the Sub-Adviser; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Adviser Investment Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law law, or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact regarding the Subadviser known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser Investment Manager or the Trust Fund by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") shall not be liable (i) for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser or its Affiliates with respect to any Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser's reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “"Adviser Indemnitees”") against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to any Fund by the Portfolio(s), the Trust or the Adviser, Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided To the extent permitted by the Investment Company Act or any other applicable Florida and/or federal securities law (whose provisions may not be waived or altered by contract)law, the Sub-Adviser Vendor shall not be liable for any lossesas well as indemnify, claimsdefend, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify release and hold harmless the Adviser Coalition and the Trustall of its officers, agents, members, directors and employees from all affiliated persons thereof claims, suits, judgments, or damages, including attorneys’ fees (as defined in Section 2(a)(3including all levels of appeal) and court costs and expenses, related to or arising out of any actions, negligence and/or omissions of the Investment Company Act) and all controlling persons thereof (as described in Section 15 Vendor, or if applicable, its agents, officers, subcontractors, members, directors, or employees during the performance or delivery of the Securities Act) Scope of Services and/or operation of this Agreement (collectivelyincluding any subsequent modifications thereof), “Adviser Indemnitees”) againstwhether direct or indirect, and whether to any person or tangible or intangible property, including, without limitation, any and all losses, claims, demands, or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. In the event the Vendor’s information technology systems, software, hardware, codes and/or applications (hereinafter collectively referred to as “System”) utilizes a third party to store and/or maintain the Confidential Information and/or Proprietary Information (as those terms are defined in Section 9 (Confidentiality and Proprietary Information; Disclosure; Records) of this Agreement), the Vendor shall further be liable as well as indemnify, defend, release and hold harmless the Coalition and all of its officers, agents, members, directors and employees from all claims, suits, judgments, , or damages, liabilities or litigation including attorneys’ fees (including reasonable legal all levels of appeal) and other court costs and expenses) , related to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconductactions, bad faith, reckless disregard or gross negligence and/or omissions of the Sub-Adviser in third party as it concerns the performance storage, maintenance, access , destruction, alteration, and retrieval of the Coalition’s Confidential Information and/or Proprietary Information. To the extent considered necessary by the Coalition, any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining sums due to the Portfolio(sVendor under this Agreement may be retained by the Coalition until all of the Coalition’s claims for indemnification pursuant to this Agreement have been settled or otherwise resolved and any amount withheld shall not be subject to payment of interest by the Coalition. Nothing herein shall be construed to waive any sovereign immunity that may be applicable to the Coalition or Vendor pursuant to Florida and/or federal law. In the event the Vendor utilizes subcontractor(s) to perform and/or deliver the Scope of Services and the subcontractor does not meet the definition set forth in Section 768.28(2), Florida Statutes, the Trust or Vendor shall be responsible for ensuring that the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust subcontractors utilized by the Sub-Adviser Indemnitees Vendor comply with the liability and indemnity requirements as set forth herein. This Section 13 (as defined belowLiability and Indemnification) for use therein.shall survive the expiration or earlier termination of this Agreement

Liability and Indemnification. A. Except as may otherwise be provided by In the Investment Company Act absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other federal securities law (whose provisions may not be waived person or altered by contractentity affiliated with Adviser), the Sub-Adviser shall not be liable subject to liability to the Trust or to any shareholder of the Trust for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder including, liabilities without limitation, any error of judgment or litigation (including reasonable attorneys fees) incurred mistake of law or for any loss suffered by any of them in connection with the Portfolio(s)matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct or liability incurred under Section 36(b) of the Act, the Trust shall indemnify Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with Adviser) from any liability arising from Adviser's conduct under this Agreement. Indemnification to Adviser or any of its personnel or affiliates shall be made when (i) a final decision on the Adviser as merits is rendered by a result of any error of judgment, mistake of law, court or other action or omission by body before whom the Sub-Adviser; provided, howeverproceeding was brought, that nothing the person to be indemnified was not liable by reason of disabling conduct or Section 36(b) or, (ii) in this Agreement shall operate or purport to operate in any way to exculpatethe absence of such a decision, waive or limit the liability a reasonable determination, based upon a review of the Sub-Adviser forfacts, and that the Sub-Adviser shall indemnify and hold harmless person to be indemnified was not liable by reason of disabling conduct, by (a) the Adviser and vote of a majority of a quorum of Trustees who are neither "interested persons" of the Trust, all affiliated persons thereof (Trust as defined in Section 2(a)(32(a)(19) of the Investment Company ActAct nor parties to the proceeding ("disinterested, non-party Trustees"), or (b) and all controlling persons thereof (as described an independent legal counsel in Section 15 a written opinion. The Trust may, by vote of a majority of the Securities Act) (collectivelydisinterested, “Adviser Indemnitees”) againstnon-party Trustees, any and all lossesadvance attorneys' fees or other expenses incurred by officers, claimsTrustees, damagesinvestment advisers or principal underwriters, liabilities in defending a proceeding upon the undertaking by or litigation (including reasonable legal and other expenses) to which any on behalf of the Adviser Indemnitees may become person to be indemnified to repay the advance unless it is ultimately determined that such person is entitled to indemnification. Such advance shall be subject under to at least one of the Securities Actfollowing: (1) the person to be indemnified shall provide a security for the undertaking, (2) the Investment Company Act, the Advisers Act or Trust shall be insured against losses arising by reason of any other statutelawful advances, or at common law (3) a majority of a quorum of the disinterested, non-party Trustees, or otherwisean independent legal counsel in a written opinion shall determine, arising out of or based on (i) any willful misconducta review of readily available facts, bad faith, reckless disregard or gross negligence of that there is reason to believe that the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required person to be stated therein or necessary indemnified ultimately will be found entitled to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinindemnification.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Investment Manager or the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission judgment by the Sub-Adviser; providedAdviser with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustInvestment Manager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act (“affiliated person”) and all controlling persons thereof (as described in persons, if any who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”), control (“controlling person”) the Trust or the Investment Manager (collectively, “Adviser Investment Manager Indemnitees”) against), against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which any of the Adviser Investment Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1934 Act, the 1940 Act, the Advisers Act or Act, the Internal Revenue Code, under any other statute, law, rule or regulation, at common law or otherwise, arising out of or based on the Sub-Adviser’s responsibilities hereunder (ia) any to the extent of and as a result of the willful misconduct, bad faith, reckless disregard or gross negligence by the Sub-Adviser, any of the Sub-Adviser in Adviser’s employees or representatives or any affiliate of or any person acting on behalf of the performance Sub-Adviser, or (b) as a result of any of its duties untrue statement or obligations hereunder or (ii) any alleged untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s)Fund, the Trust including any amendment thereof or the Adviserany supplement thereto, or the omission or alleged omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements statement therein not misleading, if such a statement or omission was made in reliance upon and in conformity with written information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees to the Investment Manager, the Trust or any affiliated person of the Investment Manager or the Trust or upon verbal information confirmed by the Sub-Adviser in writing, or (c) to the extent of, and as defined belowa result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of applicable law, including the 1940 Act, the Internal Revenue Code, the Registration Statement and the Board/Investment Manager Procedures; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any Investment Manager Indemnitee 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 negligence in the performance of such person’s duties or by reason of such person’s reckless disregard of obligations and duties under this Agreement. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Investment Manager shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Investment Manager 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 Investment Manager for, and the Investment Manager shall 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 1934 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, 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 (a) to the extent of and as a result of the willful misconduct, bad faith, or 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 (b) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, 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 negligence in the performance of such person’s duties or by reason of its reckless disregard of such person’s obligations and duties under this Agreement. The Sub-Adviser agrees that for use thereinany claim by it against the Fund in connection with this Agreement or the services rendered under this agreement, it shall look only to assets of the Fund for satisfaction and that it shall have no claim against the assets of any other portfolios of the Trust.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the The Sub-Adviser shall indemnify and hold harmless the Adviser and Adviser, the Trust, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities ActAct of 1933, as amended) (collectively, “Adviser Indemnitees”) against, from and against any and all losses, claims, damageslosses, liabilities or litigation damages (including reasonable legal attorney’s fees and other related expenses) to which any however arising from or in connection with the performance of the Adviser Indemnitees may become subject Sub-Adviser’s obligations under this Agreement to the Securities Actextent resulting from or relating to Sub-Adviser’s own willful misfeasance, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconductfraud, bad faith, reckless disregard or gross negligence in the provision of services under this Agreement or its reckless disregard of its duties under this Agreement. The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof to the extent that any such party incurs actual losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) as a direct result of the Adviser’s own willful misfeasance, fraud, bad faith, or gross negligence in the performance of any the Adviser’s obligations under this Agreement or its reckless disregard of its duties under this Agreement. Notwithstanding anything to the contrary contained herein, no party to this Agreement shall be responsible or obligations hereunder liable for its failure to perform under this Agreement or (ii) for any untrue statement losses to the Assets resulting from any event beyond the reasonable control of a material fact contained in the Prospectussuch party or its agents, proxy materialsincluding, reportsbut not limited to, advertisementsnationalization, sales literature expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other materials pertaining to charges affecting the Portfolio(s), the Trust Assets; or the Adviserbreakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts or war, terrorism, insurrection or revolution; or acts of God, or any other similar event. In no event, shall any party be responsible for incidental, consequential, or punitive damages hereunder. The provisions of this Section shall survive the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereintermination of this Agreement.

Liability and Indemnification. A. Except as may otherwise Distributor agrees to be provided by liable for, to hold CGMI, its affiliates, officers, directors and employees (the Investment Company Act “CGMI Covered Employees”) harmless from and to indemnify each of them for any losses and costs (“CGMI Covered Claims”) arising from: (i) any material misstatement in or omission of a material fact from the Prospectus or in any sales or other material relating to the Fund that Distributor or its affiliates provide to CGMI, or any other statements or representations, written or oral, concerning the Fund that Distributor or its affiliates make to CGMI; (ii) any failure of the Fund or its Shares to be properly registered and available for sale under any applicable federal securities law and regulation; (whose provisions may iii) any actions of Distributor or its affiliates relating to the processing of purchase, exchange and redemption orders and the servicing of CGMI Shareholder accounts; (iv) any material breach by Distributor or any of its Representatives (as defined in Paragraph 15) of Distributor’s obligations under this Agreement; and (v) any willful misconduct, fraud or gross negligence by Distributor in the performance of, or failure to perform, its obligations under this Agreement; provided that in the case of any of (i)-(v), Distributor will not be waived liable to and will not have any indemnification obligation to any CGMI Covered Employee for the portion of any CGMI Covered Claim that is the result of any CGMI Covered Employee’s material breach of this Agreement, bad faith, fraud, willful misconduct or altered by contractgross negligence (the “CGMI Disabling Conduct”), ; provided further than any amounts for reimbursement of expenses advanced to a CGMI Covered Employee under this Subparagraph 12A will be repaid to Distributor in the Sub-Adviser event that such expenses resulted from CGMI Disabling Conduct. Distributor shall not be liable for any losses, claims, consequential damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) in writing specifically for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law law, neither the Adviser nor any of its officers, members or employees (whose provisions may not be waived or altered by contract), the Sub-Adviser its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Funds or Allocated Portion, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust Funds or the Adviser, Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other applicable federal securities law (whose provisions may not be waived or altered by contract)regulation, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Investment Adviser or the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission judgment by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, the Investment Adviser, its officers, employees, consultants and all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, the CEA or under any other statute, and any rules thereunder, or at common law or otherwise, otherwise arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder hereunder, or (iiiii) any untrue statement of a material fact contained in the ProspectusProspectus or SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund(s) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Investment Adviser or the Trust Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, directors, partners, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), the Trust Adviser or the Adviser Fund as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Fund, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectusany Registration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser or the Trust Fund by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except It is expressly understood and intended that the Grantee, as the recipient of grant funds, is not an officer, employee or agent of Miami-Dade County, its Board of County Commissioners, its Mayor, the Tourist Development Council, the Department of Cultural Affairs or the Cultural Affairs Council. Further, for purposes of the Agreement and the grant project or activity, the parties hereto agree that the Grantee, its officers, agents and employees are independent contractors. The Grantee shall take all actions as may otherwise be necessary to ensure that its officers, agents, employees, assignees and/or subcontractors shall not act as nor give the appearance of that of an agent, servant, joint venturer, collaborator or partner of the Tourist Development Council, the Department of Cultural Affairs, the Cultural Affairs Council, the Miami-Dade County Mayor, the Miami-Dade County Board of County Commissioners, or its employees. The Grantee agrees to be responsible for all work performed and all expenses incurred in connection with the project. The Grantee may subcontract as necessary to perform the services set forth in the Agreement, including entering into subcontracts with vendors for services and commodities, provided that it is understood by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the SubGrantee that Miami-Adviser Dade County shall not be liable to the subcontractor for any losses, claims, damages, expenses or liabilities or litigation (including reasonable attorneys fees) incurred or suffered by under the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser forsubcontract, and that the Sub-Adviser Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. The Grantee shall indemnify and hold harmless the Adviser County and the Trustits officers, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) employees, agents and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, instrumentalities from any and all lossesliability, losses or damages, including attorneys’ fees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result of claims, damagesdemands, liabilities law suits, causes of actions or litigation (including reasonable legal and other expenses) to which proceedings of any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act kind or any other statute, or at common law or otherwise, nature arising out of of, relating to or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in resulting from the performance of the Agreement by the Grantee or its employees, agents, servants, partners, principals or subcontractors. The Grantee shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any of its duties kind or obligations hereunder or (ii) any untrue statement of a material fact contained nature in the Prospectusname of the County, proxy materialswhere applicable including appellate proceedings, reportsand shall pay all costs, advertisementsjudgments, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser and attorneys’ fees which was may issue thereon. The Grantee expressly understands and agrees that any insurance protection required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (Agreement or otherwise provided shall in no way limit the responsibility to indemnify, keep and save harmless, and defend the County or its officers, employees, agents and instrumentalities as defined below) for use thereinherein provided.

Liability and Indemnification. A. Except as may otherwise be provided by a. Absent the Investment Company Act Sub-Adviser’s breach of this Agreement or any other federal securities law the willful misconduct, bad faith, gross negligence, or reckless disregard of its obligations or duties hereunder (whose provisions may not be waived collectively, “Disabling Conduct”) on the part of the Sub-Adviser, or altered by contract)its officers, directors, partners, agents, employees and controlling persons, the Sub-Adviser shall not be liable for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder or for any losses that may be sustained in the purchase, liabilities holding or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result sale of any error of judgment, mistake of law, or other action or omission by the Sub-Adviserinvestment; provided, however, that nothing the Sub-Adviser shall be responsible for, and shall indemnify and hold the Fund and the Adviser and each of their respective Trustees, members, officers, employees and shareholders, and each person, if any, who controls the Fund or the Adviser within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), harmless against, any and all Losses (as defined below) arising out of or resulting from a “Trade Error” (as defined in this Agreement shall operate the Compliance Manual of the Fund, as the same may be amended from time to time) caused by the negligent action or purport to operate in any way to exculpate, waive or limit the liability negligent omission of the Sub-Adviser for, and the Sub-or its agent. The Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) agrees to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known provide written notice to the Sub-Adviser which was required at least 35 days prior to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished any material changes to the Adviser definition of Trade Error becoming effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or court order. It is acknowledged and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it is acknowledged and agreed that the Fund is a third party beneficiary of the indemnity granted in this Section 9(a), and the indemnity is intended to cover claims by the Fund, the Trust (on behalf of the Fund), or the Trust by Adviser against the Sub-Adviser Indemnitees (as defined below) for use thereinrecovery pursuant to this section.

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or altered by contract), the Sub-Adviser agents thereof shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s)Fund, Investment Manager, or any affiliated persons thereof (within the Trust meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Adviser Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment, judgment or mistake of lawlaw by Subadviser with respect to the Fund, or other action or omission by the Sub-Adviser; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser Fund and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Adviser Fund and Investment Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law law, or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact regarding Subadviser known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser Investment Manager or the Trust Fund by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

Liability and Indemnification. A. Except as may otherwise be provided by ----------------------------- the Investment Company 1940 Act or any other federal securities law laws, neither the Subadviser nor any of its officers, partners, managing directors, employees, affiliates or agents (whose provisions may not the "Indemnified Parties") shall be waived or altered by contract)subject to any liability to the Manager, the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s)Trust, the Trust Series or any shareholder of the Adviser as a result of Series for any error of judgment, mistake or any loss arising out of any investment or other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement, except by reason of a violation of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconductmisfeasance, bad faith, reckless disregard faith or gross negligence of the Sub-Adviser in the performance of any Indemnified Party's duties or by reason of reckless disregard by any Indemnified Party of its duties obligations and duties. The Manager shall hold harmless and indemnify the Subadviser for any loss, liability, cost, damage or expense (including reasonable attorneys fees and costs) arising (i) from any claim or demand by any past or present shareholder of the Series that is not based upon the obligations hereunder of the Subadviser with respect to the Series under this Agreement or (ii) resulting from the failure of the Manager to inform the Subadviser of any untrue statement of applicable Insurance Restrictions or any changes therein. The Subadviser agrees to indemnify the Manager for any loss, liability, cost, damage or expense (including reasonable attorney's fees) resulting from a material fact contained misstatement or omission in the ProspectusSeries' Prospectus with respect to disclosure of the Series' investment objectives, proxy materialspolicies and risks. The Manager acknowledges and agrees that the Subadviser makes no representation or warranty, reportsexpress or implied, advertisements, sales literature that any level of performance or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to investment results will be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust achieved by the Sub-Adviser Indemnitees (as defined below) for use thereinSeries or that the Series will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)applicable law, the Sub-Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedSubadviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, Registration Statement or proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees Subadviser Indemnitiees (as defined below) for use therein. The Adviser acknowledges and agrees that the Subadviser makes no warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including clients of the Subadviser, whether public or private.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law law, neither the Adviser nor any of its officers, members or employees (whose provisions may not be waived or altered by contract), the Sub-Adviser its "Affiliates") shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “Adviser "Manager Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon and conformity with information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise Neither Sub-Adviser nor any of its directors, officers or employees shall be provided by subject to liability to the Investment Company Act Adviser or the Funds or to any shareholder of the Funds for any error of judgment or mistake of law or any other federal securities law (whose provisions may not be waived act or altered by contract)omission in the course of, the Sub-Adviser shall not be liable or connected with, rendering services hereunder, for any losseslosses that may be sustained in the purchase, claims, damages, liabilities holding or litigation (including reasonable attorneys fees) incurred or suffered sale of any security by the Portfolio(s)Funds, the Trust or the Adviser as a result of any error activities of judgment, mistake of law, or any other action or omission sub-adviser appointed by the Sub-Adviser; providedAdviser to provide investment management services to the Funds, however, provided that nothing in this Agreement herein shall operate or purport be construed to operate in any way to exculpate, waive or limit the liability of protect the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statutedirector, officer or at common law or otherwise, arising out employee of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance event of any (i) Sub-Adviser’s material breach of this Agreement, willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations or duties or obligations hereunder or (ii) any untrue statement of a material fact (or an omission of such statement) contained in the Prospectus, registration statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s)Sub-Advised Portion or the Sub-Adviser to the extent that such statement was made in reliance on information furnished to the Fund and the Adviser by the Sub-Adviser or any director, officer, agent or employee of the Trust or Sub-Adviser for use therein. The Sub-Adviser shall indemnify and hold harmless the Adviser, the Funds, and each of its affiliated persons (within the meaning of Section 2(a)(3) of the Investment Company Act) all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended), officers, directors, trustees, and employees (each, an “Adviser Indemnified Party”) from and against any and all claims, losses, liabilities, costs, expenses, or damages (including reasonable attorney’s fees and other related expenses) however arising from or in connection with the omission performance of the Sub-Adviser’s obligations under this Agreement to state therein the extent resulting from or relating to (i) Sub-Adviser’s material breach of this Agreement, willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement; or (ii) any untrue statement of a material fact known (or an omission of such statement) contained in the Prospectus, registration statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Sub-Advised Portion or the Sub-Adviser to the extent that such statement was made in reliance on information furnished to the Fund and Adviser by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein, together with all legal and other expenses reasonably incurred by any such Adviser Indemnified Party in connection with such liability. Neither the Adviser (including its directors, officers and employees) nor the Funds shall be subject to liability to the Sub-Adviser which was required for any error of judgment or mistake of law by the Adviser, pertaining to the Funds, provided that nothing herein shall be stated therein construed to protect the Adviser (including its directors, officers and employees) or necessary to make the statements therein not misleadingFund in the event of (i) the Adviser’s material breach of this Agreement, if willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations hereunder or (ii) any untrue statement of a material fact (or an omission of such statement) contained in the Prospectus, registration statement, proxy materials, reports, advertisements, sales literature or other materials unless such statement or omission was made in reliance upon on information furnished to the Fund and the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) or any director, officer, agent or employee of the Sub-Adviser for use therein. The Adviser shall indemnify and hold harmless the Sub-Adviser and each of its affiliated persons (within the meaning of Section 2(a)(3) of the Investment Company Act), officers, directors, trustees, and employees (each, a “Sub-Adviser Indemnified Party”) from and against any and all claims, losses, liabilities, costs, expenses or damages (including reasonable attorney’s fees and other related expenses) however arising from or in connection with this Agreement to the extent resulting from or relating to (i) Adviser’s material breach of this Agreement, own willful misfeasance, fraud, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement; or (ii) any untrue statement of a material fact (or an omission of such statement) contained in the Prospectus, registration statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Sub-Advised Portion unless such statement was made in reliance on information furnished to the Fund and the Adviser by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein, together with all legal and other expenses reasonably incurred by any such Sub-Adviser Indemnified Party in connection with such liability. Notwithstanding anything to the contrary contained herein, no party to this Agreement shall be responsible or liable for its failure to perform under this Agreement or for any losses to the Sub-Advised Portion resulting from any event beyond the reasonable control of such party or its agents, including, but not limited to, nationalization, expropriation, devaluation, seizure or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Sub-Advised Portion; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts or war, terrorism, insurrection or revolution; or acts of God, or any other similar event. In no event, shall any party be responsible for incidental, consequential or punitive damages hereunder. No provision of this Agreement shall be construed to protect any director or officer of the Adviser or Sub-Adviser from liability in violation of Sections 17(h) or (i) of the 1940 Act. The provisions of this Section 8 shall survive the termination of this Agreement.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser Advisers shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Portfolio(sFund(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-AdviserAdvisers; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Advisers for, and the Sub-Adviser Advisers shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the a Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(sFund(s), the Trust or the Adviser, or the omission to state therein a material fact known to the a Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon upon, incomplete information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. The Sub-Adviser does not make any warranty that the investment performance of the Fund will meet any particular standard, such as the performance of an index or another portfolio managed by the Sub-Adviser. The Sub-Adviser shall not be deemed to have breached this Agreement or any investment restrictions or policies applicable to the Fund in connection with fluctuations arising from market movements and other events outside the control of the Sub-Adviser; it being understood that any guideline or policy breaches resulting from market movements may result in restrictions on Sub-Adviser’s activities.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser a) SteinRoe shall not be liable to any Trust for any action taken or thing done by it or its employees or agents on behalf of the Trust in carrying out the terms and provisions of this Agreement if done in good faith and without negligence or misconduct on the part of SteinRoe, its employees or agents. (b) Each Trust shall indemnify and hold SteinRoe, and its controlling persons, if any, harmless from any and all claims, actions, suits, losses, claimscosts, damages, liabilities or litigation (and expenses, including reasonable attorneys fees) expenses for counsel, incurred by it in connection with its acceptance of this Agreement, in connection with any action or suffered omission by it or its employees or agents in the Portfolio(s)performance of its duties hereunder to the Trust, the Trust or the Adviser as a result of any error acting upon instructions believed by it to have been executed by a duly authorized agent of judgmentthe Trust or as a result of acting upon information provided by the Trust in form and under policies agreed to by SteinRoe and the Trust, mistake of lawprovided that: (i) to the extent such claims, actions, suits, losses, costs, damages, or other action expenses relate solely to one or omission by the Sub-Adviser; providedmore Series, however, that nothing in this Agreement such indemnification shall operate or purport to operate in any way to exculpate, waive or limit the liability be only out of the Sub-Adviser forassets of that Series or group of Series; (ii) this indemnification shall not apply to actions or omissions constituting negligence or misconduct on the part of SteinRoe or its employees or agents, including but not limited to willful misfeasance, bad faith, or gross negligence in the performance of their duties, or reckless disregard of their obligations and duties under this Agreement; and (iii) SteinRoe shall give the Sub-Adviser Trust prompt notice and reasonable opportunity to defend against any such claim or action in its own name or in the name of SteinRoe. (c) SteinRoe shall indemnify and hold harmless the Adviser each Trust from and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damagesdemands, expenses and liabilities which such Trust may sustain or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Actincur arising out of, or incurred because of, the Investment Company Act, the Advisers Act negligence or any other statutemisconduct of SteinRoe or its agents or contractors, or at common law or otherwisethe breach by SteinRoe of its obligations under this Agreement, arising out of or based on provided that: (i) any willful misconduct, bad faith, reckless disregard this indemnification shall not apply to actions or gross omissions constituting negligence or misconduct on the part of the Sub-Adviser in the performance of any of such Trust or its duties other agents or obligations hereunder or contractors and (ii) such Trust shall give SteinRoe prompt notice and reasonable opportunity to defend against any untrue statement of a material fact contained such claim or action in its own name or in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if name of such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinTrust.

Liability and Indemnification. A. Except as may otherwise be provided by a. Absent the Investment Company Act Sub-Adviser’s breach of this Agreement or any other federal securities law (whose provisions may not be waived the willful misconduct, bad faith, gross negligence, or altered by contract)reckless disregard of the obligations or duties hereunder on the part of the Sub-Adviser, or its officers, directors, partners, agents, employees and controlling persons, the Sub-Adviser shall not be liable for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder or for any losses that may be sustained in the purchase, liabilities holding or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result sale of any error of judgment, mistake of law, or other action or omission by the Sub-Adviserposition; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall be responsible for, and shall indemnify and hold harmless the Fund and the Adviser and each of their respective Trustees, members, officers, employees and shareholders, and each person, if any, who controls the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) Fund or the Adviser within the meaning of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the U.S. Securities Act of 1933, as amended (the “Securities Act) (collectively”), “Adviser Indemnitees”) harmless against, any and all losses, claims, damages, liabilities or litigation Losses (including reasonable legal and other expensesas defined below) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on resulting from a “Trade Error” (ias defined in the Compliance Manual of the Trust, as the same may be amended from time to time) any willful misconduct, bad faith, reckless disregard caused by the negligent action or gross negligence omission of the Sub-Adviser. The Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining agrees to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known provide written notice to the Sub-Adviser which was required at least 35 days prior to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished any material changes to the definition of Trade Error becoming effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or court order. It is acknowledged and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. The Sub-Adviser will, either directly or through its affiliate, (i) exercise reasonable care in selecting and monitoring agents, including, without limitation, brokers; (ii) to the Trust extent a contract governs the relationship, use reasonable efforts to obtain contractual indemnification rights from its agents for Losses arising out of or resulting from a Trade Error by such agents and to obtain third party beneficiary rights for the Fund and the Adviser in connection therewith; (iii) to the extent the Sub-Adviser Indemnitees elects not to reimburse the Fund for such Losses, use best efforts to pursue its agents at the Sub-Adviser’s sole expense, including, without limitation, instituting legal actions against such agents to the extent that legal counsel reasonably determines that such action would not be without merit, for any Losses incurred by the Fund or the Adviser arising out of or resulting from Trade Errors caused by such agents; and (iv) to the extent the Sub-Adviser elects not to reimburse the Fund for such Losses, use best efforts to collect payments from its agents for such Losses, remit any such payments to the Fund or the Adviser, as defined below) applicable, and cooperate with the Fund and Adviser in any efforts to be reimbursed by such agents for use thereinsuch Losses. For the avoidance of doubt, it is acknowledged and agreed that the Fund is a third party beneficiary of the indemnity granted in this Section 9(a), and the indemnity is intended to cover claims by the Fund, the Trust (on behalf of the Fund), or the Adviser against the Sub-Adviser for recovery pursuant to this section.

Liability and Indemnification. A. Except as may otherwise be provided by ----------------------------- the Investment Company 1940 Act or any other federal securities law laws, neither the Subadviser nor any of its officers, partners, managing directors, employees, affiliates or agents (whose provisions may not the "Indemnified Parties") shall be waived or altered by contract)subject to any liability to the Manager, the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s)Trust, the Trust Series or any shareholder of the Adviser as a result of Series for any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, loss arising out of any investment or based on (i) other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement, except by reason of willful misconductmisfeasance, bad faith, reckless disregard faith or gross negligence of the Sub-Adviser in the performance of any Indemnified Party's duties or by reason of reckless disregard by any Indemnified Party of its duties obligations and duties. The Manager shall hold harmless and indemnify the Subadviser for any loss, liability, cost, damage or expense (including reasonable attorneys fees and costs) arising (i) from any claim or demand by any past or present shareholder of the Series that is not based upon the obligations hereunder of the Subadviser with respect to the Series under this Agreement or (ii) resulting from the failure of the Manager to inform the Subadviser of any untrue statement applicable Insurance Restrictions or any changes therein or of any policies and guidelines as established by the Manager or the Trustees. The Subadviser agrees to indemnify the Manager for any loss, liability, cost, damage or expense (including reasonable attorney's fees) resulting from a material fact contained misstatement or omission in the ProspectusSeries' Prospectus with respect to disclosure of the Series' investment objectives, proxy materialspolicies and risks. The Manager acknowledges and agrees that the Subadviser makes no representation or warranty, reportsexpress or implied, advertisements, sales literature that any level of performance or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to investment results will be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust achieved by the Sub-Adviser Indemnitees (as defined below) for use thereinSeries or that the Series will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private.

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser with respect to a Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities ActAct of 1933) (collectively, the “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees Manager Indemnities may become subject under the Securities ActAct of 1933, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (ia) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iib) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Adviser Manager or the Trust by the Sub-an Adviser Indemnitees Indemnitee (as defined below) for use therein.; and

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, directors or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s)Adviser, the Trust or the Adviser Fund as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconductmisfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder hereunder, (ii) the Sub-Adviser being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Registration Statement on Form N-1A or any written guidelines or instruction provided in writing by the Board of Trustees or the Adviser, (iii) the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (iv) the Fund being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Registration Statement or any written guidelines or instruction provided in writing by the Board of Trustees or the Adviser, by reason of any action or omission of the Sub-Adviser, or (iiv) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereintherein (collectively, “Sub-Adviser Culpable Conduct”).

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or altered by contract), the Sub-Adviser agents of Subadviser or any of its affiliates shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s)Fund, Investment Manager, or any of its affiliated persons (within the Trust meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons (as described in Section 15 of the Adviser 1933 Act) (collectively, "Fund and Investment Manager Indemnitees") as a result of any error of judgment, judgment or mistake of lawlaw by Subadviser with respect to the Fund, or other action or omission by the Sub-Adviser; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Adviser Investment Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law law, or otherwise, otherwise to the extent arising out of or based on (i) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact regarding the Subadviser known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser Investment Manager or the Trust Fund by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation of this Agreement, or of federal or state statutes or regulations, by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws.

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or altered by contract), the Sub-Adviser agents of Subadviser or any of its affiliates shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s)Fund, Investment Manager, or any of its affiliated persons (within the Trust meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons (as described in Section 15 of the Adviser 1933 Act) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment, judgment or mistake of lawlaw by Subadviser with respect to the Fund, or other action or omission by the Sub-Adviser; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Adviser Investment Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law law, or otherwise, otherwise to the extent arising out of or based on (i) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact regarding the Subadviser known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser Investment Manager or the Trust Fund by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation of this Agreement, or of federal or state statutes or regulations, by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws.

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), the Trust Adviser or the Adviser Company as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Company, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein; (ii) any willful misconductmisfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder hereunder; or (iiiii) any untrue statement of a material fact relating to the Sub-Adviser contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust Company by the Sub-Adviser Indemnitees (as defined below) expressly for use thereintherein and provided that the Adviser gave the Sub-Adviser a reasonable advance opportunity to review and comment on all such Fund materials that relate to the Sub-Adviser. As used in this section, the term “Sub-Adviser” shall include any affiliates of the Sub-Adviser performing services for the Fund contemplated herein and partners, directors, officers and employees of the Sub-Adviser and such affiliates.

Liability and Indemnification. A. Except as may otherwise be provided required by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)applicable law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") shall not be liable (i) for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action act or omission by of the Sub-Adviser or its Affiliates with respect to any Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser's reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “"Adviser Indemnitees”") against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to any Fund by the Portfolio(s), the Trust or the Adviser, Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, directors or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s)Adviser, the Trust or the Adviser Fund as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act0000 Xxx) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconductmisfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder hereunder, (ii) the Sub-Adviser being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Registration Statement on Form N-1A or any written guidelines or instruction provided in writing by the Trust’s Board of Trustees or the Adviser, (iii) the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (iv) the Fund being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Registration Statement or any written guidelines or instruction provided in writing by the Trust’s Board of Trustees or the Adviser, by reason of any action or omission of the Sub- Adviser, or (iiv) any untrue statement of a material fact contained in the Prospectusprospectus and statement of additional information, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Sub- Adviser Indemnitees (as defined below) for use thereintherein (collectively, “Sub- Adviser Culpable Conduct”).

Liability and Indemnification. A. Except Subject to BTT's indemnification obligations below, Somaxon shall have the full responsibility for pre-clinical and clinical trials conducted by it as may otherwise be provided well as for the Products marketed, distributed, manufactured, have manufactured or sold by it under the Investment Company Act or license granted by BTT under this License Agreement and shall bear any and all liability resulting thereof. Somaxon shall indemnify, defend and hold BTT and its directors, officers, agents and other federal securities law Affiliates (whose provisions may not be waived or altered by contract)each, the Sub-Adviser shall not be liable for a "BTT INDEMNITEE") harmless from any losses, claimsliabilities, damages, liabilities losses, costs, claims or litigation expenditures (including reasonable attorneys fees"DAMAGES") incurred or suffered by the Portfolio(s), the Trust or the Adviser a BTT Indemnitee as a result of any error the pre-clinical or clinical trials conducted by or on behalf of judgmentSomaxon after the Effective Date or of the Products manufactured, mistake have manufactured, distributed, marketed or sold by Somaxon, including, but not limited to, damage to or loss of law, property or other action or omission injury to persons caused by the Subpre-Adviser; provided, however, that nothing in this Agreement shall operate clinical or purport to operate in any way to exculpate, waive or limit the liability clinical trials of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to Products; except for Damages which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on arise from (i) any willful misconduct, bad faith, reckless disregard or gross negligence a failure by a BTT Indemnitee to adhere to the terms of the Sub-Adviser in the performance of any of its duties or obligations hereunder or this License Agreement; (ii) any untrue statement negligence, breach of warranty (express or implied) or recklessness or willful misconduct on the part of a material fact contained in BTT Indemnitee; (iii) a breach of any applicable federal, state or local law by a BTT Indemnitee or (iv) those Damages for which BTT has an obligation to indemnify Somaxon pursuant to the Prospectusindemnification set forth below, proxy materialsas to which Damages each Party shall indemnify the other to the extent of its respective liability for the Damages. BTT shall indemnify, reportsdefend and hold Somaxon and its directors, advertisementsofficers, sales literature agents and other Affiliates (each, a "SOMAXON INDEMNITEE") harmless from any Damages incurred by a Somaxon Indemnitee as a result of the pre-clinical or clinical trials conducted by or on behalf of BTT before the Effective Date or the breach of any representations, warranties covenants or other materials pertaining agreements of BTT set forth in this License Agreement; except for Damages which arise from (i) a failure by a Somaxon Indemnitee to adhere to the Portfolio(s)terms of this License Agreement; (ii) any negligence, breach of warranty (express or implied) or recklessness or willful misconduct on the part of a Somaxon Indemnitee; (iii) a breach of any applicable federal, state or local law by a Somaxon Indemnitee or (iv) those Damages for which Somaxon has an obligation to indemnify BTT pursuant to the indemnification set forth above, as to which Damages each Party shall indemnify the other to the extent of its respective liability for the Damages. Somaxon shall acquire and maintain in force as long as Products using the IPR are being sold with a reputable insurance company a policy of general liability insurance, including the clinical development of the Product and, at such time as commercial sales of the Product commence, the Trust or sale of the AdviserProduct. The insurance shall be in amounts reasonable when compared with insurance obtained by companies engaged in similar businesses. Somaxon shall provide evidence of the insurance to BTT on request. Likewise, or BTT shall acquire and maintain in force for the omission term of this License Agreement and for a period of five (5) years thereafter with a reputable insurance company a policy of general liability insurance sufficient to state therein a material fact known satisfy the indemnification obligations of BTT hereunder. The insurance shall be in amounts reasonable when compared with insurance obtained by companies engaged in similar businesses. BTT shall provide evidence of the insurance to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinSomaxon on request.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its managers, principals, directors, affiliates, agents officers, members or employees (its “Affiliates”) shall not be liable (i) for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, law or other action performed or omission omitted to be performed in managing the Fund by the Sub-Adviser or its Affiliates with respect to any Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to any Fund by the Portfolio(s), the Trust or the Adviser, Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. The Sub-Adviser offers no guarantee of investment performance, profitability, or that a Fund’s performance objective will be met.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “Adviser "Manager Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (together its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall not be liable to the Adviser, the Trust, a Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other adviser, sub-Adviser, fiduciary and/or other person with respect to the Fund. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any lossesact, claimsomission, damages, liabilities error of judgment or litigation mistake of law by them (including reasonable attorneys feeswhether or not deemed a breach of this Agreement) incurred or and/or for any loss suffered by the Portfolio(s)Adviser, the Trust, a Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement shall be deemed to protect the Sub-Adviser against any liability to the Adviser, the Trust or the Adviser Fund arising as a result of any error willful misfeasance, bad faith or gross negligence in the performance of judgmentSub-Adviser’s duties or the reckless disregard of its obligations and duties under this Agreement. The Adviser and the Trust, mistake on behalf of lawthe Funds, or other action or omission by each, as applicable, hereby agrees to indemnify and hold harmless the Sub-Adviser; provided, its directors, officers, employees, affiliates, agents and controlling persons (each an “Indemnified Party”) against any and all losses, claims, damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Agreement, the Trust or a Fund, to which any such Indemnified Party may become subject under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, the Advisers Act, or other federal or state statutory law or regulation, at common law, through a civil suit or otherwise. It is understood, however, that nothing in this Agreement paragraph 11 shall operate protect any Indemnified Party against, or purport entitle any Indemnified Party to, indemnification against any liability to operate which such Indemnified Party would otherwise be subject, as a result of its willful misconduct, bad faith or gross negligence in the performance of its duties, or by reason of any way to exculpate, waive or limit reckless disregard of its obligations and duties under this Agreement. The indemnification in this Section 11 shall survive the liability termination of the Sub-Adviser for, and the this Agreement. The Sub-Adviser shall indemnify and hold harmless each of the Adviser Adviser, the Trust and the TrustFunds, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all their respective directors, officers, employees, affiliates, agents and controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, damages or liabilities or litigation (including reasonable legal attorneys fees and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise), arising out of or based on (i) any from the Sub-Adviser’s willful misconduct, bad faith, reckless disregard faith or gross negligence of the Sub-Adviser in the performance of its duties under this Agreement, or by any reason of any reckless disregard of its obligations and duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinunder this Agreement.

Liability and Indemnification. A. Except as may otherwise be provided by In the Investment Company Act absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other federal securities law (whose provisions may not be waived person or altered by contractentity affiliated with Adviser), the Sub-Adviser shall not be liable subject to liability to the Trust or to any shareholder of the Trust for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder including, liabilities without limitation, any error of judgment or litigation (including reasonable attorneys fees) incurred mistake of law or for any loss suffered by any of them in connection with the Portfolio(s)matters to which this Agreement relates, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct or liability incurred under Section 36(b) of the 1940 Act, the Trust shall indemnify Adviser (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with Adviser) from any liability arising from Adviser’s conduct under this Agreement. Indemnification to Adviser or any of its personnel or affiliates shall be made when (i) a final decision on the Adviser as merits is rendered by a result of any error of judgment, mistake of law, court or other action or omission by body before whom the Sub-Adviser; provided, howeverproceeding was brought, that nothing the person to be indemnified was not liable by reason of disabling conduct or Section 36(b) or, (ii) in this Agreement shall operate or purport to operate in any way to exculpatethe absence of such a decision, waive or limit the liability a reasonable determination, based upon a review of the Sub-Adviser forfacts, and that the Sub-Adviser shall indemnify and hold harmless person to be indemnified was not liable by reason of disabling conduct, by (a) the Adviser and vote of a majority of a quorum of Trustees who are neither “interested persons” of the Trust, all affiliated persons thereof (Trust as defined in Section 2(a)(32(a)(19) of the Investment Company Act1940 Act nor parties to the proceeding (“disinterested, non-party Trustees”), or (b) and all controlling persons thereof (as described an independent legal counsel in Section 15 a written opinion. The Trust may, by vote of a majority of the Securities Act) (collectivelydisinterested, “Adviser Indemnitees”) againstnon-party Trustees, any and all lossesadvance attorneys’ fees or other expenses incurred by officers, claimsTrustees, damagesinvestment advisers or principal underwriters, liabilities in defending a proceeding upon the undertaking by or litigation (including reasonable legal and other expenses) to which any on behalf of the Adviser Indemnitees may become person to be indemnified to repay the advance unless it is ultimately determined that such person is entitled to indemnification. Such advance shall be subject under to at least one of the Securities Actfollowing: (1) the person to be indemnified shall provide a security for the undertaking, (2) the Investment Company Act, the Advisers Act or Trust shall be insured against losses arising by reason of any other statutelawful advances, or at common law (3) a majority of a quorum of the disinterested, non-party Trustees, or otherwisean independent legal counsel in a written opinion shall determine, arising out of or based on (i) any willful misconducta review of readily available facts, bad faith, reckless disregard or gross negligence of that there is reason to believe that the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required person to be stated therein or necessary indemnified ultimately will be found entitled to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinindemnification.

Liability and Indemnification. A. Except as may (a) Neither Sub-Adviser nor its officers, partners, employees, affiliates, agents or controlling persons shall be liable to the Trust, each Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or person with respect to each Fund. (b) Neither the Sub-Adviser nor its officers, partners, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law and/or for any loss suffered by the Trust, each Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement shall be deemed to protect the Sub-Adviser against any liability to the Trust, each Fund and/or its shareholders which it might otherwise be provided subject by reason of any willful misfeasance, bad faith or gross negligence in the Investment Company performance of its duties or the reckless disregard of its obligations and duties under this Agreement. (c) The Trust on behalf of each Fund, hereby agrees to indemnify and hold harmless the Sub-Adviser, its partner, officers and employees and agents and each person, if any, who controls the Sub-Adviser (collectively, the "Indemnified Parties") against any and all losses, claims damages or liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Fund, to which any such Indemnified Party may become subject under the Securities Act of 1933, as amended ("1933 Act"), the 1934 Act, the Advisers Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any act, omission, error and/or mistake of any other fiduciary and/or any other person; or (2) any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements made not misleading in (a) the Registration Statement, the prospectus or any other federal filing, (b) any advertisement or sales literature authorized by the Trust for use in the offer and sale of shares of each Fund, or (c) any application or other document filed in connection with the qualification of the Trust or shares of each Fund under the Blue Sky or securities law laws of any jurisdiction, except insofar as such losses, claims, damages or liabilities (whose provisions may not be waived or altered actions in respect thereof) arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission (i) in a document prepared by contractthe Sub-Adviser, or (ii) made in reliance upon and in conformity with information furnished to the Trust by or on behalf of the Sub-Adviser pertaining to or originating with the Sub-Adviser for use in connection with any document referred to in clauses (a), (b) or (c). (d) It is understood, however, that nothing in this paragraph 10 shall protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the Trust, Fund and/or its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of any reckless disregard of its obligations and duties under this Agreement or any breach of this Agreement. (e) Notwithstanding any other provision of this Agreement, the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust loss to each Fund or the Adviser as a result of any error of judgment, mistake of law, caused directly or other action or omission indirectly by circumstances beyond the Sub-Adviser; provided's reasonable control including, howeverbut not limited to, that nothing in this Agreement shall operate government restrictions, exchange or purport to operate in any way to exculpatemarket rulings, waive suspensions of trading, acts of civil or limit the liability of the Sub-Adviser formilitary authority, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trustnational emergencies, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectivelyearthquakes, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature floods or other materials pertaining to the Portfolio(s)catastrophes, the Trust acts of God, wars or the Adviser, failures of communication or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinpower supply. 11.

Liability and Indemnification. A. Except as may Plexus will use its discretion to pursue the Agreement in the best interest of Customer. Plexus will be under no liability to Customer or otherwise for its choice of methods employed, the character or tests and experiments performed, the results obtained, nor for the use which shall thereafter be made by Customer of such results. IT IS UNDERSTOOD THAT OTHER THAN THE WARRANTY SET FORTH IN SECTION A4, NO OTHER GUARANTEES OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARE GIVEN BY PLEXUS, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PLEXUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) SUSTAINED OR INCURRED IN CONNECTION WITH THIS AGREEMENT. Customer will fully indemnify and hold harmless Plexus from any and all liability, claims demands, costs and expense arising out of the use, publication, and/or marketing of the results of the assemblies or test results provided by Plexus, the Investment Company Act functioning of the assemblies or the product(s) which they are a part of, or any other federal securities law (whose provisions may not matter resulting from Plexus' performance under this Agreement, whether such liability, claims or demands be waived in the nature of patent, trademark or altered by contract)copyright infringement, public or product liability, contract liability, or otherwise during or following the Sub-Adviser terms of this Agreement, and Customer shall, at its own expense, defend any and *** Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the SEC. all such actions based thereon and shall pay all attorney's fees and cost and other expenses arising therefrom. Plexus will not be liable for any losseserrors, claimsor expenses which may be incurred in its performance of this work which results from the engineering and/or design of the Assemblies, damagesor from Plexus' reliance upon information, liabilities technological records, sketches, drawings, or litigation (including reasonable attorneys fees) incurred prototypes furnished by Customer or suffered by Customer's design engineering firm. Customer will forthwith, during the Portfolio(s)term of this Agreement, the Trust or the Adviser as a result notify Plexus of any error of judgmentand all information, mistake of lawtechnology changes, or other action facts relevant to any aspect or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability phase of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinAgreement.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), neither the Sub-Adviser nor any of its officers, members or employees (collectively “Sub-Adviser Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(sFund(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-AdviserAdviser or Sub-Adviser Affiliates; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(sFund(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, directors or employees (its "Affiliates") shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s)Adviser, the Trust or the Adviser Fund as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “"Adviser Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconductmisfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder hereunder, (ii) the Sub-Adviser being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement on Form N-1A or any written guidelines or instruction provided in writing by the Board of Trustees or the Adviser, (iii) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (iv) the Fund being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board of Trustees or the Adviser, by reason of any action or omission of the Sub-Adviser, or (iiv) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereintherein (collectively, "Sub-Adviser Culpable Conduct").

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Sub-Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedSubadviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein. To the extent that related performance information is contained in the Registration Statement, the Subadviser shall have no liability related to the appropriateness for inclusion of such information.