Common use of Liability Clause in Contracts

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise 10.1 CTK shall have no liability under this MTA except to the extent arising out of a material negligent breach of an obligations hereunder critical for the realization of the purpose of this MTA, or damages arising out of its gross negligence or willful misconduct or gross negligence; however, in case of ordinary negligence, CTK’s liability shall be required limited to foreseeable damages caused by the provisions of this Agreement (including under Section 14)negligent defect or misconduct. 10.2 Notwithstanding any term to the contrary herein, the 1940 Act CTK shall have no responsibility or the rules thereunder liability damages caused by non-compliant or other inappropriate handling, storage, use, processing and/or disposal of Material by Recipient. 10.3 To the extent permitted under applicable law, Recipient shall indemnify, defend and hold harmless CTK and its officers, employees, licensors and agents (the Trust “Indemnitees”) from and the Investment Adviser agree that the Subadviseragainst any liability, damage, loss or expense of any affiliated person kind (including without limitation reasonable attorney fees) incurred by or imposed upon any of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses Indemnitees in connection withwith any claims, any act suits, actions, demands or omission connected with or judgments arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out theory of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserdamage or loss liability relating to Recipient’s obligations under this Agreementhandling, storage, use, processing and/or disposal of Material. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)10.4 IN NO EVENT SHALL CTK BE LIABLE FOR ANY INDIRECT, the 1940 Act or the rules thereunder or other applicable lawINCIDENTAL, the Subadviser agrees that the Trust and the Investment AdviserCONSEQUENTIAL, any affiliated person thereofSPECIAL, and each personEXEMPLARY OR PUNITIVE DAMAGES UNDER THIS MTA, if anyINCLUDING WITHOUT LIMITATION, whoCOST OF COVER, within the meaning of Section 15 of the 1933 ActLOST REVENUES AND PROFITS, controls the Trust or Investment AdviserLOSS OF BUSINESS, shall not be liable forDOWNTIME, or subject to any damagesPROPERTY DAMAGE, expensesLOSS OF GOODWILL OR ANY ECONOMIC DAMAGES OR LOSS OF ANY KIND, or losses in connection withWHETHER FORESEEABLE OR NOT AND WHETHER BASED ON CONTRACT, any act or omission connected with or arising out of any services rendered under this AgreementTORT, except by reason of the Trust’s or Investment Adviser’s willful misfeasanceNEGLIGENCE, bad faithSTRICT LIABILITY OR OTHERWISE, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsEVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub-Adviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, Act controls or is a controlling person (“Controlling Person”) of the Subadviser, Sub-Adviser shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the SubadviserSub-Adviser’s duties, or any breach by reason the Sub-Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this Agreement. Notwithstanding . b. The Sub-Adviser agrees that neither the foregoing, nothing contained in this Agreement Company nor the Fund shall constitute a waiver bear any responsibility or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except to the extent that such damages, expense or loss (i) was as a result of actions taken or failed to be taken by reason the Company or the Adviser, (ii) was as a result of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in of the performance of their duties, Adviser or by reason of any breach or reckless disregard of the Trust’s or Investment Adviser’s obligations and duties to the Fund and its shareholders under the federal securities laws or the Code, (iii) any breach by the Adviser of its obligations or duties under this Agreement or the Advisory Agreement. Notwithstanding the foregoing, nothing ; or (iv) may be based upon any untrue statement or alleged untrue statement of a material fact contained in this Agreement shall constitute the Fund’s Registration Statement, prospectus or statement of additional information, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a waiver material fact required to be stated therein or limitation of rights that necessary to make the Subadviser may have under federal statements therein not misleading, unless such statement or state securities lawsomission was made in reliance upon information furnished by the Sub-Adviser to the Adviser.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the 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 other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the 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 (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act , or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required Exhibitor shall at all times protect, indemnify, save and hold harmless BAC Productions against and from any and all loss, cost, damage, liability or expense arising from, or out of, or by the provisions any reason of this Agreement (including under Section 14)any accident, the 1940 Act or the rules thereunder or other applicable lawoccurrence to anyone, the Trust including but not limited to Exhibitor, its employees, representatives, agents, servants and the Investment Adviser agree that the Subadviserbusiness invitees, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forwhich arises from, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesof, or by reason of reckless disregard said Exhibitor’s occupancy and use of the Subadviser’s obligations and duties under this Agreementshow premises or any part thereof. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall Under no circumstances will BAC Productions be liable for lost profits or any other incidental or consequential damages. EACH Exhibitor MUST OBTAIN SUFFICIENT INSURANCE COVERAGE TO COVER EXHIBIT MATERIALS AGAINST DAMAGE AND LOSS, expensesAND PUBLIC LIABILITY INSURANCE AGAINST INJURY TO THE PERSON OR PROPERTY OF OTHERS. From time to time BAC Productions will engage security guards, but it is understood by the Exhibitor that its property shall remain under the Exhibitor at all times. Should the Exhibitor desire to hire its own security guards, such security guards must be approved in writing by BAC Productions. IF THE PREMISES OR ANY PORTION THEREOF, DURING THE TERM OF THIS CONTRACT, BE DAMAGED BY THE ACT, OMISSION OR NEGLIGENCE OF Exhibitor, ITS EMPLOYEES, REPRESENTATIVES, AGENTS OR SERVANTS. Exhibitor SHALL PAY TO BAC PRODUCTIONS UPON DEMAND SUCH SUM AS SHALL BE NECESSARY TO RESTORE SAID SHOW PREMISES TO THEIR PRESENT CONDITION. In the event the show premises or any part thereof are unavailable whether for the entire show or a portion thereof as a result of fire, flood, strikes, riots, acts of God, or losses in connection with any act other cause beyond BAC Productions’ reasonable control, or omission arising out should BAC Productions decide that because of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by such cause it is necessary to cancel, postpone or resite the provisions of this Agreement (including under Section 14)show, or reduce the 1940 Act installation time the show hours, or the rules thereunder or other applicable lawdismantling time, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, BAC Productions shall not be liable for, to indemnify or subject to any damages, expenses, or losses reimburse Exhibitor in connection with, any act or omission connected with or arising out respect of any services rendered under this Agreementdamages or loss, except direct or indirect arising as a result thereof. Refunds in the case of termination shall be made to Exhibitors in the amount based on the original exhibit fee less prorated adjustment based on BAC Productions’ cost incurred from staging the show. If an exhibit fails to arrive, Exhibitor will be, nevertheless responsible for booth rent and no refund shall be made. If the assigned space is not occupied by reason the time set for completion of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard installation of the Trust’s displays, such space may be taken by BAC Productions and reallocated or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver reassigned for such purposes or limitation of rights that the Subadviser uses BAC Productions may have under federal or state securities lawssee fit.

Liability. (a) Except as may otherwise be required by In the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out absence of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, its duties or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement, Subadviser shall not be liable to Client or The Vantagepoint Funds for honest mistakes of judgment or for action or inaction taken in good faith for a purpose that Subadviser reasonably believes to be in the best interests of the Fund. Notwithstanding the foregoingHowever, nothing contained in neither this provision nor any other provision of this Agreement shall constitute a waiver or limitation of any rights that the Trust which Client or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser The Vantagepoint Funds may have under federal or state securities laws. (b) Client shall indemnify and hold harmless Subadviser against any loss, liability, damages, costs or expenses caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Client in the performance of its duties hereunder; (ii) Client’s violation of applicable law; or (iii) Client’s breach of any term or provision in this Agreement. (c) Subadviser shall indemnify and hold harmless Client against any loss, liability, damages, costs or expenses caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Subadviser in the performance of its duties hereunder; (ii) Subadviser’s violation of applicable law; or (iii) Subadviser’s breach of any term or provision in this Agreement. (d) Subadviser shall indemnify and hold harmless The Vantagepoint Funds against any loss, liability, damages, costs or expenses caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Subadviser in the performance of its duties hereunder; (ii) Subadviser’s violation of applicable law; or (iii) Subadviser’s breach of any term or provision in this Agreement.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. No provision of the Trust Documents will be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that: (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14As provided in Subsection 8.2(1), the 1940 Act or Trustee will not be personally liable for an error of judgment made in good faith by any authorized officer of the rules thereunder or other applicable lawTrustee, the Trust and the Investment Adviser agree unless it is proven that the Subadviser, any affiliated person of Trustee was negligent in ascertaining the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement.pertinent facts; (b) Except The Trustee will not be personally liable with respect to any action taken, permitted or omitted to be taken by it in good faith in accordance with the direction of Holders representing at least 5% of the Voting Rights of the related Trust (determined in accordance with Section 14.1) as may otherwise to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or for exercising any trust or power conferred upon the Trustee, under the Trust Documents; (c) For all purposes of the Trust Documents, unless the Trustee and the Guarantor are the same Person, the Trustee will not be required by deemed to have knowledge of any Guarantor Event of Default or event that, with notice or lapse of time, or both, would become a Guarantor Event of Default, unless an authorized officer of the provisions Trustee has received written notice of the event from the Master Servicer, or an authorized officer of the Trustee has actual knowledge of the event. In the absence of such written notice or actual knowledge, no provision of the Trust Documents requiring the Trustee to take any action or to assume any duty or responsibility following the occurrence of any Guarantor Event of Default or event that, with notice or lapse of time, or both, would become a Guarantor Event of Default, will be effective as to the Trustee; and (d) For purposes of this Agreement (including under Section 14)Article X, references to the 1940 Act or the rules thereunder or other applicable lawTrustee include its directors, the Subadviser agrees that the Trust officers, employees and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsagents.

Liability. (a) Except as may otherwise The Delaware Trustee shall be required by entitled to all of the provisions of same rights, protections, indemnities and immunities under this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, Declaration and with respect to the Trust and the Investment Adviser agree that shareholders as the Subadviser, board of trustees. No amendment or waiver of any affiliated person provision of this Declaration which adversely affects the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, Delaware Trustee shall be effective against it without its prior written consent. (b) The Delaware Trustee shall not be liable forfor supervising or monitoring the performance and the duties and obligations of any other Person, including, without limitation, the board of trustees or subject the Adviser or the Trust under this Declaration or any related document. The Delaware Trustee shall not be personally liable under any circumstances, except for its own willful misconduct, bad faith or gross negligence. In particular, but not by way of limitation: (i) the Delaware Trustee shall not be personally liable for any error of judgment made in good faith; (ii) no provision of this Declaration shall require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Delaware Trustee shall have reasonable grounds for believing that the payment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (iii) under no circumstances shall the Delaware Trustee be personally liable for any representation, warranty, covenant, agreement or indebtedness of the Trust; (iv) the Delaware Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Declaration or for the due execution hereof by any other party hereto; (v) the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any damagesfact or matter the manner of ascertainment of which is not specifically prescribed herein, expensesthe Delaware Trustee may for all purposes hereof rely on a certificate or resolution, signed by the board of trustees or losses an officer of the Trust as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken or omitted to be taken by it in connection withgood faith in reliance thereon; (vi) in the exercise or administration of the Trust hereunder, the Delaware Trustee (A) may act directly or through agents or attorneys pursuant to agreements entered into with any act of them, and the Delaware Trustee shall not be liable for the default or omission connected misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Trustee in good faith and (B) may consult with counsel, accountants and other skilled persons to be selected by it in good faith and employed by it, and it shall not be liable for anything done, suffered or arising out omitted in good faith by it in accordance with the advice or opinion of any services rendered under this Agreementsuch counsel, except accountants or other skilled persons; (vii) in accepting and performing its express duties hereunder the Delaware Trustee acts solely as Delaware Trustee hereunder and not in its individual capacity, and all persons having any claim against the Delaware Trustee by reason of the Subadviser’s willful misfeasancetransactions contemplated by this Declaration shall look only to the Trust for payment or satisfaction thereof; and (viii) the Delaware Trustee shall incur no liability if, bad faithby reason of any provision of any present or future law or regulation thereunder, or gross negligence in by any force majeure event, including but not limited to natural disaster, act of war or terrorism, or other circumstances beyond its reasonable control, the performance Delaware Trustee shall be prevented or forbidden from doing or performing any act or thing which the terms of the Subadviser’s dutiesthis Declaration provide shall or may be done or performed, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoingany exercise of, nothing contained or failure to exercise, any discretion provided for in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementDeclaration. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required The Parties agree that, to the extent permitted by law: the provisions operation of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person Part 4 of the SubadviserCivil Liability Act 2002 (NSW) is excluded in relation to all and any rights, obligations and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forliabilities under, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason whether such rights, obligations or liabilities are sought to be enforced as a breach of contract, a claim in tort or otherwise; and in accordance with clause 74 [Applicable law and jurisdiction], this clause 50.1 applies to all and any rights, obligations and liabilities under, or in connection with, this Agreement, whether such rights, obligations or liabilities arise in the State of New South Wales or elsewhere in Australia. If the Provider acts as trustee for a trust (the 'Trust') in relation to this Agreement, the Provider warrants to the Department that: the Provider is the only trustee of the Subadviser’s willful misfeasance, bad faithTrust; the Provider has not been removed from, or gross negligence in ceased to act, or resigned or retired from the performance office of trustee of the Subadviser’s dutiesTrust, nor has any decision or action been taken or proposed in respect of the removal, resignation or retirement of the Provider as trustee of the Trust, or by reason of reckless disregard to appoint an additional trustee of the Subadviser’s obligations and duties Trust; the Provider is not in default under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have deed; the Provider has power under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s the Trust deed to enter into and observe the Provider's obligations under this Agreement. (b) Except as may otherwise be required by ; the provisions of Provider has entered in this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that in its capacity as trustee of the Trust and for the Investment Adviser, any affiliated person thereofbenefit of the beneficiaries of the Trust; the Provider has a right, and each personwill at all times have a right, if any, who, within the meaning of Section 15 to be fully indemnified out of the 1933 Actassets of the Trust in respect of the obligations incurred by it under this Agreement; the assets of the Trust are sufficient to satisfy that right of indemnity and all other obligations in respect of which the Provider has a right to be indemnified out of the trust fund; and to the extent that the assets of the Trust are insufficient to satisfy any right of indemnity, controls the Provider holds professional indemnity insurance as required by clause 49 of this Agreement. The Provider indemnifies the Department against any liability or loss arising from, and any expenses (including, without limitation, legal costs and expenses on a full indemnity basis) incurred in connection with the following situations: where a warranty made by the Provider under this clause 51 is found to be incorrect or misleading when made or taken to be made; and/or the Provider ceases to be the trustee of the Trust or Investment Adviser, shall not be liable for, or subject any step is taken to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason appoint another trustee of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the 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 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 act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the 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 (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (each and “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the 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 other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the 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 (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act , or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub-Adviser, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (“the 1933 Act, ”) controls the SubadviserSub-Adviser (each a “Sub- Adviser Controlling Person,” and collectively, “Sub-Adviser Controlling Persons”) shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the SubadviserSub-Adviser’s duties, or any material breach by reason the Sub-Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the “Sub-Adviser Standard of Care”). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained in its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement shall constitute a waiver if the Sub-Adviser is instructed in writing by the Adviser or limitation of rights the Trust to take such action or non-action. The Adviser understands and acknowledges that the Trust Sub-Adviser does not warrant that the portion of the assets of the Fund managed by the Sub-Adviser will achieve any particular rate of return or Investment Adviser may have under federal that its performance will match any benchmark index or state securities lawsother standard or objective. In additionno case shall the Sub-Adviser, Subadviser shall its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Fund not managed by the Sub-Adviser (if any). b. The Sub-Adviser agrees that neither the Trust nor the Fund shall bear any responsibility or shall be subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by The Adviser shall have no liability to the provisions of this Agreement (including under Section 14)Company, its shareholders, the 1940 Act Manager or the rules thereunder any third party arising out of or other applicable lawrelated to this Agreement, provided however, the Trust Adviser agrees to indemnify and hold harmless, the Investment Adviser agree that the SubadviserManager, any affiliated person within the meaning of Section 2(a)(3) of the SubadviserInvestment Company Act, and each person, if any, who, within the meaning of Section 15 of the 1933 Securities Act, controls the SubadviserManager, shall not be liable foragainst any and all losses, or subject to any claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or losses in connection withsuch affiliated person or controlling person may become subject under the securities or commodities laws, any act other federal or omission connected with state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Company which may be based upon any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesnegligence, or by reason of reckless disregard of of, the SubadviserAdviser’s obligations and and/or duties under this Agreement, relating to its trading activities or information provided to the Manager regarding the Adviser, by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. Notwithstanding the foregoingThe U.S. federal and state securities laws impose liabilities on persons who act in good faith, and therefore, nothing contained in this Agreement is intended to limit the obligations of the Adviser under such laws. Neither the Manager nor the Company shall constitute a waiver have any liability to the Adviser or limitation any third party arising out of rights that or related to this Agreement, provided however, the Trust Manager and the Company agree to indemnify and hold harmless, the Adviser against any and all losses, claims, damages, liabilities or Investment litigation (including reasonable legal and other expenses), to which the Adviser may have become subject under the securities or commodities laws, any other federal or state securities laws. In additionlaw, Subadviser shall be liable for any damagesat common law or otherwise, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserthe Manager’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, Company’s responsibilities to the Subadviser agrees that the Trust and the Investment Adviser, Adviser which may be based upon any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their dutiesnegligence, or by reason of reckless disregard of of, the TrustManager’s or Investment Adviserthe Company’s obligations and and/or duties under this AgreementAgreement by either of the Manager or the Company or by any of their directors, officers, employees, agents, or any affiliate acting on behalf of either. Notwithstanding the foregoing, nothing contained The indemnification in this Agreement Section shall constitute a waiver or limitation survive the termination of rights that the Subadviser may have under federal or state securities lawsthis Agreement.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the 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 other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the 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 (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act , or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding The Sub-Advisor is not responsible for supervising the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation Custodian Bank of rights that the Subadviser may have under federal or state securities lawsTrust.

Liability. (a) Except as may otherwise be required To the fullest extent permitted by the provisions of this Agreement (including under Section 14)law, neither we, the 1940 Act Manager, nor our respective employees, officers, directors, agents, representatives and affiliates, together with their successors and assigns (collectively the will be liable to you or the rules thereunder any of your guests, invitees, licensees or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviseragents, and each personyou, if anyfor yourself and for your guests, whoinvitees, within licensees and agents hereby release the meaning of Section 15 of the 1933 ActReleased Parties from any and all claims, controls the Subadviserlosses, shall not be liable for, or subject to any damagescosts, expenses, personal injury, damage, or losses loss to person or property (including any damage or loss to any personal property left in connection withthe Premises after the Lease has terminated or expired) caused by or associated with theft, burglary, assault or criminal conduct of other persons, vandalism, fire, smoke, rain, flood, water leaks, hail ice, snow, lightning, wind, the presence of moisture or the growth of, or concurrence of, mold or mildew in the Premises or Property, explosion, surges or interruption of utilities, crimes, your personal conflict with your roommates, for any act damage or omission connected inconvenience which may arise through repair or alteration of the Premises or any other cause whatsoever, and you hereby forever relinquish and acquit the Released Parties from any and all liability therefore. The Released Parties have no duty to remove ice, sleet, or snow, but the Released Parties may do so in whole or in part, with or arising without notice to you. We urge you to obtain your own insurance for losses due to such causes. YOU ASSUME FOR YOURSELF AND ALL YOUR GUESTS, INVITEES, LICENSEES AND AGENTS ANY AND ALL RISKS FROM ANY ACCIDENTS IN CONNECTION WITH USE OF THE PREMISES, THE PROPERTY, OR THE PROPERTY'S RECREATIONAL FACILITIES OR OTHER AREAS, IT BEING UNDERSTOOD THAT ALL SUCH AREAS AND FACILITIES ARE GRATUITOUSLY SUPPLIED FOR YOUR USE, AND AT THE USER'S SOLE RISK. To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless the Released Parties from and against (i) all fees, fines, suits, claims, demand, liabilities, and actions (including costs and expenses of defending against such claims) resulting or alleged to result from any breach, violation or non-performance of any covenant or condition in this Lease and (ii) all claims, demands, actions, damages, losses, costs, liabilities, expenses and judgments suffered by, recovered from or asserted against any of the Released Parties on account of injury, illness or damage to person or property to the extent that any such damage or injury may be incident to, arise out of, or be caused, either proximately or remotely, wholly or in part, by an act, omission, negligence or misconduct on the part of you or any of your agents, guests, licensees or invitees or of any other person entering upon the Premises under or with the express or implied invitation or permission of you or when any such injury or damage is the result, proximately or remotely, of the violation by you or any of you, or any of your agents, guests, licensees or invitees of any law, ordinance or governmental order of any kind or of any of the rules and policies included in this Lease, or when any such injury or damage may in any other way arise from or out of any services rendered under this Agreementthe occupancy or use by you, except by reason your agents, guests, licensees or invitees of the Subadviser’s willful misfeasanceProperty EVEN IF THE SAME IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF THE RELEASED PARTIES, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights it being intended that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out foregoing indemnity extend to and cover the negligence of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementsuch parties. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the 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 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 act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the 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 (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub- Adviser, its directors, officers, employees, affiliates, agents and controlling persons (each and “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by Notwithstanding anything in this Guaranty to the provisions contrary, Lender shall look for satisfaction of the obligations of a Guarantor under this Guaranty only to the following real and personal property of such Guarantor (the “Available Assets”): (1) the legal and beneficial interests of such Guarantor in any entity that is, at the time of enforcement of this Agreement Guaranty, (i) engaged in the business of holding, constructing, developing or providing property management or overhead services for real estate designed for residential use in the United States and (ii) affiliated in any way with ▇▇▇▇▇▇▇▇ ▇▇▇▇ Residential Company, or any subsidiary thereof or any successor or assign of all or substantially all of the assets thereof; and (2) any receivables due the Guarantors from any entity described in the foregoing item (1). Except for the Available Assets, Lender shall not look to a Guarantor’s tangible or intangible real and personal property (including under Section 14)cash, the 1940 Act cash equivalents, securities, partnership interests, receivable or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out similar intangible personal property) for satisfaction of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling SubadviserGuarantor’s obligations under this AgreementGuaranty. Subject to Section 21(b), Lender may not look to the tangible or intangible proceeds of any assets of a Guarantor, including proceeds of the Available Assets, except as specifically provided in paragraph (2) above. (b) Except as may otherwise be required by Notwithstanding the provisions of this Agreement (including under limitations in Section 1421(a), Lender may look to proceeds of Available Assets realized by a Guarantor (i) after the 1940 Act Aggregate Collateral Value, as reported in the annual Collateral Value Statements prepared for the Guarantors, is less than $80,000,000 or (ii) as a result of a transaction that causes the rules thereunder or other applicable lawAggregate Collateral Value to be less than $80,000,000 As used in this paragraph, the Subadviser agrees that term “Aggregate Collateral Value” means the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 aggregate value of the 1933 Act, controls Available Assets as calculated on the Trust or Investment Adviser, shall not be liable for, or subject basis provided in the notes to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason the Collateral Value Statements of the Trust’s or Investment Adviser’s willful misfeasanceGuarantors dated as of June 30, bad faith2005. However, or gross negligence notwithstanding this Section 21(b), in the performance no event will Lender be entitled to satisfy any obligation of their duties, or by reason of reckless disregard a Guarantor from any of the Trustfollowing assets (collectively, “Excluded Assets”): (i) the personal residences of the Guarantor, (ii) the Guarantor’s or Investment Advisernonbusiness real estate, including rural, vacation and resort property, up to $1,000,000 in value, (iii) the Guarantor’s obligations personal automobiles and duties under this Agreement. Notwithstanding other tangible personal property, including household goods, clothing, silverware, gems, jewelry and works of art, not to exceed $1,500,000 in values, (iv) the foregoing, nothing contained interests listed in this Agreement shall constitute a waiver or limitation Section 21(c) and (v) proceeds of rights that the Subadviser may have under federal or state securities lawsExcluded Assets.

Liability. (a) Except as may otherwise be required by A. Each Party represents and certifies that: 1. It has the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust right and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject necessary corporate authority to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under enter into this Agreement. 2. It has obtained all necessary consents, waivers, and permission to fulfil the purposes contemplated by this Agreement. For the avoidance of doubt, Data Trust Member shall be solely responsible for obtaining all necessary consents and otherwise complying with applicable law in transmitting Tier 0, Tier 1, Tier 2 and Tier 3 Data to the Trustee and to permit the Trustee to perform its obligations pursuant to this Agreement. 3. ANY DERIVED DATA, AGGREGATE DATA, TRUST-OWNED DATA, AND RESEARCH OUTPUTS CREATED UNDER THIS AGREEMENT ARE PROVIDED "AS IS". THE TRUSTEE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE WORK OR PRODUCTS OF WORK CREATED UNDER THIS AGREEMENT, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF NON- INFRINGEMENT, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE DATA GENERATION, RESEARCH OR ANY INVENTION OR PRODUCT. ANY DATA TRUST MEMBER-CONTRIBUTED DATA RESOURCES ARE PROVIDED “AS IS”. THE DATA TRUST MEMBER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF DATA TRUST MEMBER-CONTRIBUTED DATA RESOURCES UNDER THIS AGREEMENT, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE DATA GENERATION, RESEARCH OR ANY INVENTION OR PRODUCT. 4. Each party shall be responsible for its negligent acts or omissions and the negligent acts or omissions of its officers, directors, employees, and affiliates to the extent allowed by law. Except with respect to: (bi) Except as may otherwise be required by the provisions either Party's breach of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviseror (ii) any Party's negligence or willful misconduct, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, no Party shall not be liable forhereunder for consequential, exemplary, or subject to any damages, expenses, punitive damages (including lost profits or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.savings)

Liability. (a) Except as may otherwise 12.1 Sonardyne shall only be required by liable to the provisions Customer in respect of claims notified to Sonardyne in accordance with this Agreement and in particular clauses 6 (Delivery and Shipment) and 7 (Warranty Claims) of these Terms. 12.2 The liability of Sonardyne and Sonardyne Personnel are exclusively as described under clause 4 (Warranties) and clause 7 (Warranty Claims). Otherwise, Sonardyne and Sonardyne Personnel shall have no liability whatsoever towards the Customer for the provision of Products and/or Services under this Agreement, including but not limited to circumstances or events described under Section 14)clause 4.3.2. 12.3 Any liability Sonardyne may have for claims concerning damage to the physical property (excluding the Products) of the Customer or the Customer’s Personnel arising out of or in connection with this Agreement, the 1940 Act or Products and Services, however arising, shall be limited to £2,000,000 (two million pounds sterling) in total, in respect of all claims. 12.4 Without prejudice to the rules thereunder or other limitations on Sonardyne's liability in this Agreement but subject to permissibility under applicable law, the Trust and the Investment Adviser agree that the Subadviser, liability of Sonardyne for any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or claims arising out of or in connection with this Agreement, the Products and the Services, however arising, shall be limited in respect of all claims in aggregate to a sum equal to 100% of the Charges payable (exclusive of VAT) by the Customer for the hire of the relevant Products and/or provision of the relevant Services under this Agreement giving rise to the claim, or £1 million, whichever is the lesser. 12.5 The Customer shall indemnify, defend, hold harmless and release Sonardyne and all Sonardyne Personnel at all times against all claims, demands, costs (including legal costs on a full indemnity basis) expenses, losses and liabilities incurred by Sonardyne and Sonardyne Personnel as a result of Sonardyne providing the Products or Services. 12.6 Sonardyne shall have no liability to the Customer in contract or in tort or otherwise for loss, injury, damage or expense, including, without limitation, loss of earnings, profits or anticipated savings by reason of any services rendered defect in the Products or any service by Sonardyne or if the Products become unusable, however caused, and Sonardyne will not in any event be liable to replace any of the Products so that, in the event that the Products become unusable or are in any way defective then any remedy available to the Customer shall be a fair abatement of the rental payable to Sonardyne subject to the Customer giving immediate notice to Sonardyne of all relevant circumstances. 12.7 Notwithstanding any other provision to the contrary under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement no event shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall Sonardyne be liable for any damagesform of indirect or consequential loss or damage, expenseswhether in contract or in tort or howsoever arising including, but not limited to, loss of revenue or profit; loss of goodwill or damage to reputation; loss of business, production or business opportunity; loss of bargain or anticipated saving; loss of data, or losses in connection with any act for corruption of data or omission arising out information; the cost of detachment, decommissioning and retrieval of any services rendered products or items and the attachment or commissioning of any products or items (except where expressly agreed in writing to be part of the Services); or any costs and liabilities arising from pollution or environmental damage caused directly or indirectly by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act any Products or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsServices.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the 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 the Fund. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the 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 (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of 1933, as amended (the “1933 Act”), the 1934 Act, the Investment Adviser may have under Advisers Act of 1940, as amended (the “Advisers Act”) or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 10 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the 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 other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Advisor, the Fund, its shareholders, the Advisor and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable lawAdvisor, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (each an “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys’ fees and expenses), joint or several, relating to the Trust or the Fund, to which any such Indemnified Party may become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, the Investment Adviser may have under Company Act of 1940, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this Section 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. 8.1 Sponsor agrees to defend (and subject to the statutory duties of the Texas State Attorney General to defend University, if applicable),indemnify and hold harmless System, University, their Regents, officers, agents and employees from any liability, loss or damage they may suffer as a result of third party claims, demands, costs or judgments against them arising out of the activities to be carried out pursuant to the obligations of this Agreement, including but not limited to the use by Sponsor of the results obtained from the activities performed by University under this Agreement; provided, however, that the following is excluded from Sponsor’s obligation to defend, indemnify and hold harmless: (a) Except as may otherwise be required by the provisions negligent failure of this Agreement (including under Section 14), the 1940 Act or the rules thereunder University to substantially comply with any applicable FDA or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, governmental requirements; or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing [***]Certain confidential information contained in this Agreement shall constitute a waiver or limitation document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of rights that the Trust or Investment Adviser may have under federal or state securities lawsSecurities Act of 1933, as amended. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection Confidential treatment has been requested with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under respect to this Agreementinformation. (b) Except as may otherwise be required the negligence or willful malfeasance of any Regent, officer, agent or employee of University or System 8.2 To the extent authorized by the provisions constitution and laws of the State of Texas, University agrees to defend, indemnify and hold harmless Sponsor, its officers, agents and employees from any liability, loss or damage they may suffer as a result of third party claims, demands, costs or judgments against them arising out of (i) the negligence or willful malfeasance of any Regent, officer, agent or employee of University or System or (ii) breach of this Agreement (including under Section 14)by any Regent, the 1940 Act officer, agent or the rules thereunder employee of University or other applicable lawSystem, the Subadviser agrees provided, however, that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, University shall not be liable for, or subject obligated to hold harmless any damages, expenses, or losses in connection with, any act or omission connected with or Sponsor Indemnitee from claims arising out of any services rendered under this Agreement, except by reason the negligence or willful malfeasance of Sponsor. 8.3 Both parties agree that upon receipt of a notice of claim or action arising out of the Trust’s or Investment Adviser’s willful misfeasanceactivities to be carried out pursuant to the Research Program, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of party receiving such notice will notify the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsother party promptly.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In additionThe Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private. The Subadviser shall be liable have no liability for any damages, expenses, the acts or losses in connection with any act or omission arising out omissions of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserparty custodian of a Fund’s obligations under this Agreementassets. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required The Parties agree that, to the extent permitted by law: the provisions operation of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person Part 4 of the SubadviserCivil Liability Act 2002 (NSW) is excluded in relation to all and any rights, obligations and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forliabilities under, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason whether such rights, obligations or liabilities are sought to be enforced as a breach of contract, a claim in tort or otherwise; and in accordance with clause 364 [Applicable law and jurisdiction], this clause 249 applies to all and any rights, obligations and liabilities under, or in connection with, this Agreement, whether such rights, obligations or liabilities arise in the State of New South Wales or elsewhere in Australia. If the Provider acts as trustee for a trust (the 'Trust') in relation to this Agreement, the Provider warrants to the Department that: the Provider is the only trustee of the Subadviser’s willful misfeasance, bad faithTrust; the Provider has not been removed from, or gross negligence in ceased to act, or resigned or retired from the performance office of trustee of the Subadviser’s dutiesTrust, nor has any decision or action been taken or proposed in respect of the removal, resignation or retirement of the Provider as trustee of the Trust, or by reason of reckless disregard to appoint an additional trustee of the Subadviser’s obligations and duties Trust; the Provider is not in default under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have deed; the Provider has power under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s the Trust deed to enter into and observe the Provider's obligations under this Agreement. (b) Except as may otherwise be required by ; the provisions of Provider has entered in this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that in its capacity as trustee of the Trust and for the Investment Adviser, any affiliated person thereofbenefit of the beneficiaries of the Trust; the Provider has a right, and each personwill at all times have a right, if any, who, within the meaning of Section 15 to be fully indemnified out of the 1933 Actassets of the Trust in respect of the obligations incurred by it under this Agreement; the assets of the Trust are sufficient to satisfy that right of indemnity and all other obligations in respect of which the Provider has a right to be indemnified out of the trust fund; and to the extent that the assets of the Trust are insufficient to satisfy any right of indemnity, controls the Provider holds professional indemnity insurance as required by clause 242 of this Agreement. The Provider indemnifies the Department against any liability or loss arising from, and any expenses (including, without limitation, legal costs and expenses on a full indemnity basis) incurred in connection with the following situations: where a warranty made by the Provider under this clause 250 is found to be incorrect or misleading when made or taken to be made; and/or the Provider ceases to be the trustee of the Trust or Investment Adviser, shall not be liable for, or subject any step is taken to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason appoint another trustee of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by The Adviser shall have no liability to the provisions of this Agreement (including under Section 14)Trust, its shareholders, the 1940 Act Manager or the rules thereunder any third party arising out of or other applicable lawrelated to this Agreement, provided however, the Trust Adviser agrees to indemnify and hold harmless, the Investment Adviser agree that the SubadviserManager, any affiliated person within the meaning of Section 2(a)(3) of the SubadviserInvestment Company Act, and each person, if any, who, within the meaning of Section 15 of the 1933 Securities Act, controls the SubadviserManager, shall not be liable foragainst any and all losses, or subject to any claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or losses in connection withsuch affiliated person or controlling person may become subject under the securities laws, any act other federal or omission connected with state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesnegligence, or by reason of reckless disregard of of, the SubadviserAdviser’s obligations and and/or duties under this Agreement, relating to its trading activities or information provided to the Manager regarding the Adviser, by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. Notwithstanding the foregoingThe U.S. federal and state securities laws impose liabilities on persons who act in good faith, and therefore, nothing contained in this Agreement shall constitute a waiver or limitation is intended to limit the obligations of rights that the Adviser under such laws. Neither the Manager nor the Trust shall have any liability to the Adviser or Investment any third party arising out of or related to this Agreement, provided however, the Manager and the Trust agree to indemnify and hold harmless, the Adviser against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser may have become subject under the securities or commodities laws, any other federal or state securities laws. In additionlaw, Subadviser shall be liable for any damagesat common law or otherwise, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserthe Manager’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s responsibilities to the Adviser which may be based upon any willful misfeasance, bad faith, or gross negligence in the performance of their dutiesnegligence, or by reason of reckless disregard of of, the Manager’s or the Trust’s or Investment Adviser’s obligations and and/or duties under this AgreementAgreement by either of the Manager or the Trust or by any of their directors, officers, employees, agents, or any affiliate acting on behalf of either. Notwithstanding the foregoing, nothing contained The indemnification in this Agreement Section shall constitute a waiver or limitation survive the termination of rights that the Subadviser may have under federal or state securities lawsthis Agreement.

Liability. a. Of BII Always subject Section 7.4, in consideration of the aspects set forth in Section 7.1, BII shall only be liable for any losses, damages, costs or expenses including, without limitation, reasonable attorneys’ fees of any nature (a“Losses”) Except as may otherwise be required incurred or suffered by XENCOR or its Affiliated Companies or any third party (including but not limited to Business Partners) to the provisions extent such Losses are arising from either (i) BII’s non-compliance with the warranties given under Sections 6.1 and 6.3 of this Agreement Agreement, or (including ii) gross negligence or willful acts or omissions of BII or its Affiliated Companies in performing its obligations under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, this Agreement. BII shall not be liable forto XENCOR or be obligated to indemnify XENCOR or its Representatives under Section 7.3 for any Losses incurred or suffered by XENCOR, its Affiliated Companies or subject to by any damagesthird party, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered dispute or other claims or proceedings made by or brought against XENCOR and/or its Affiliated Companies with respect to XENCOR’s use of any results of the Project, the Deliverables (including but not limited to the Product, if any), the Process, the BII Technology and/or the BII Confidential Information and Know-How, obtained (including but not limited to the use under a license that may be granted under this Agreement) under this Agreement including, without limitation, product liability claims, except to the extent such Losses are caused by the gross negligence or wilful acts or omissions of BII or its Affiliated Companies in performing its obligations under this Agreement, except by reason of the Subadviser’s willful misfeasancenor shall BII be responsible in any way for dealing with any such disputes, bad faithclaims or proceedings. b. Of XENCOR Always subject to Section 7.4, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser XENCOR shall be liable for any damagesLosses incurred or suffered by BII, expensesits Affiliated Companies or by any third party arising from either (i) XENCOR’s non-compliance with the warranties given under Sections 6.1 and/or 6.2 of this Agreement, or losses (ii) BII’s or XENCOR’s use of XENCOR Confidential Information and Know-How, the Material, the XENCOR Intellectual Property and/or the XENCOR Technology in connection accordance with this Agreement, or (iii) XENCOR’s use of the Deliverables (including but not limited to the Product, if any), or (iv) XENCOR’ s use of the Process, the BII Technology, the BII Confidential Information and Know-How, and/or any act other results of the Project or omission this Agreement, not in accordance with this Agreement. XENCOR shall not be liable to BII or its Affiliated Companies or be ob1igated to indemnify BII or its Representatives under Section 7.3 for any Losses incurred or suffered by BII or its Affiliated Companies or any third party arising out of any services rendered dispute or other claims or proceedings made by third parties that Subadviser hires or brought against BII or its Affiliated Companies with respect to BII’s use of the BII Confidential Information and Know-How, the Material, the XENCOR Intellectual Property, and/or the XENCOR Technology or BII’s use of the license granted to BII under Section 8.2.5.a outside the scope of this Agreement, in connection with fulfilling Subadviser’s each case except to the extent such liability is caused by the gross negligence or wilful acts or omissions of XENCOR, or its Affiliated Companies in performing its obligations under this Agreement, nor shall XENCOR be responsible in any way for dealing with any such disputes, claims or proceedings. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Advisor, the Fund, or their respective shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, members, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the Advisor, the Fund, or their shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable lawAdvisor, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable forFund, or their respective shareholders to which it might otherwise be subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Advisor hereby agrees to indemnify and hold harmless the foregoingSub-Advisor, nothing contained in this Agreement shall constitute a waiver its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation liabilities (including reasonable attorneys’ fees and expenses), joint or several, relating to the Trust, the Advisor or the Fund, to which any such Indemnified Party may become subject under the Securities Act of rights that 1933, as amended (the Trust “1933 Act”), the Securities Exchange Act of 1934, the 1940 Act, the Advisers Act, or Investment Adviser may have under other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Advisor or the rules thereunder Fund or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise The Collateral Agent shall not have, by reason hereof or pursuant to any Transaction Documents, a fiduciary relationship in respect of any Purchaser. Neither the Collateral Agent nor any of its officers, directors, employees and agents shall have any liability to any Purchaser for any action taken or omitted to be required by the provisions of this Agreement (including under Section 14), the 1940 Act taken in connection hereof or the rules thereunder or other applicable law, Transaction Documents except to the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviserextent caused by its own willful misconduct, and each personPurchaser agrees to defend, if anyprotect, whoindemnify and hold harmless the Collateral Agent and all of its officers, within directors, employees and agents (collectively, the meaning of Section 15 of the 1933 Act"Collateral Agent Indemnitees") from and against any losses, controls the Subadviser, shall not be liable for, or subject to any damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Collateral Agent Indemnitee, whether direct, indirect or losses in connection withconsequential, any act arising from or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with the performance by such Collateral Agent Indemnitee of the duties and obligations of the Collateral Agent pursuant hereto or any act or omission arising out of any services rendered the Transaction Documents except to the extent caused by third parties that Subadviser hires its own willful misconduct, including without limitation, in connection with fulfilling Subadviser’s obligations under this Agreement. the collection of such indemnification from the Purchasers, up to such Purchaser's Pro Rata Indemnification Amount (bas defined below). In the event a Purchaser does not indemnify the Collateral Agent within five (5) Except as may otherwise be required by Business Days of a ruling a court of competent jurisdiction to so indemnify the provisions of this Agreement (including under Section 14)Collateral Agent, the 1940 Act or Collateral Agent shall be entitled to get indemnification from the rules thereunder or other applicable lawPurchasers for such unpaid indemnification amount up to such other Purchasers' respective pro rata portion of such unpaid indemnification calculated by multiplying (i) the aggregate dollar amount of such unpaid indemnification to the Collateral Agent, by (ii) the fraction, the Subadviser agrees numerator of which is the sum of the aggregate principal amount of the Notes held by such Purchaser and the denominator of which is the sum of the aggregate principal amount of the Notes then outstanding excluding the aggregate principal amount of the Note held by any unpaying Purchaser. Each Purchaser may seek indemnification from other Purchasers to the extent it indemnified the Collateral Agent pursuant to this Section 4(b) in excess of such Purchaser's pro rata portion of the Notes that are then outstanding calculated by multiplying (i) the aggregate dollar amount of such indemnification to the Collateral Agent, by (ii) the fraction, the numerator of which is the sum of the aggregate principal amount of the Notes held by such Purchaser and the denominator of which is the sum of the aggregate principal amount of the Notes then outstanding (such fraction with respect to each holder is referred to as its "Indemnification Allocation Percentage," and such amount with respect to each holder is referred to as its "Pro Rata Indemnification Amount"); provided, however, that in the event that any holder's Pro Rata Indemnification Amount exceeds the outstanding principal amount of such holder's Note, then such excess Pro Rata Indemnification Amount shall be allocated amongst the remaining holders of Notes in accordance with the foregoing formula. In the event that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out initial holder of any services rendered under this AgreementNotes shall sell or otherwise transfer any of such holder's Notes, except by reason the transferee shall be allocated a pro rata portion of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations such holder's Indemnification Allocation Percentage and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsPro Rata Indemnification Amount.

Liability. (a) Except as may otherwise be required by The Adviser, including its officers, directors, employees and agents shall have no liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act its shareholders or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or third party arising out of any services rendered under or related to this Agreement, except by reason provided however, the Adviser agrees to indemnify and hold harmless, the Manager, its officers, directors, employees and agents (each such person, a “Manager Indemnified Persons”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and related expenses) (“Losses”), to which a Manager Indemnified Persons may become subject under the securities laws, any other federal or state law, at common law or otherwise, arising out of the SubadviserAdviser’s responsibilities to the Trust which may be based upon any willful misfeasance, bad faith, gross negligence, or gross negligence in reckless disregard of, the performance Adviser’s obligations and/or duties under this Agreement by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the SubadviserAdviser, provided, however that the Manager’s dutiesobligation under this paragraph 9 shall be reduced to the extent that the Losses experienced by a Manager Indemnified Person are caused by or are otherwise directly related to a Manager Indemnified Person’s own willful misfeasance, bad faith, gross negligence, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Manager, including its officers, directors, employees and agents shall have no liability to the foregoingAdviser, nothing contained in its shareholders or any third party arising out of or related to this Agreement shall constitute a waiver or limitation of rights that Agreement, provided however, the Trust or Investment Manager agrees to indemnify and hold harmless, the Adviser, its officers, directors, employees and agents (each such person, an “Adviser Indemnified Persons”) against any and all Losses, to which an Adviser Indemnified Persons may have become subject under the securities laws, any other federal or state securities laws. In additionlaw, Subadviser shall be liable for any damagesat common law or otherwise, expenses, or losses in connection with any act or omission arising out of the Manager’s responsibilities to the Trust, its shareholders or any services rendered by third parties party, provided, however that Subadviser hires in connection with fulfilling Subadviserthe Manager’s obligations obligation under this Agreement. (b) Except as may otherwise paragraph 9 shall be required by reduced to the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees extent that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust Losses experienced by an Adviser Indemnified Person are caused by or Investment Adviser, shall not be liable for, or subject are otherwise directly related to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trustan Adviser Indemnified Person’s or Investment Adviser’s own willful misfeasance, bad faith, or gross negligence in the performance of their dutiesnegligence, or by reason of reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding Without limiting the generality of the foregoing, nothing contained neither the Adviser nor the Manager will be liable for any indirect, special, incidental or consequential damage. The indemnification in this Agreement Section shall constitute a waiver or limitation survive the termination of rights that the Subadviser may have under federal or state securities lawsthis Agreement.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the SubadviserSubadviser (including the Sub-Advisory Affiliates), any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser (including the Sub-Advisory Affiliates) agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by The Adviser shall have no liability to the provisions of this Agreement (including under Section 14)Trust, its shareholders, the 1940 Act Manager or the rules thereunder any third party arising out of or other applicable lawrelated to this Agreement, provided however, the Trust Adviser agrees to indemnify and hold harmless, the Investment Adviser agree that the SubadviserManager, any affiliated person within the meaning of Section 2(a)(3) of the SubadviserInvestment Company Act, and each person, if any, who, within the meaning of Section 15 of the 1933 Securities Act, controls the SubadviserManager, shall not be liable foragainst any and all losses, or subject to any claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or losses in connection withsuch affiliated person or controlling person may become subject under the securities or commodities laws, any act other federal or omission connected with state law, at common law or otherwise, arising out of the Adviser’s responsibilities to the Trust which may be based upon any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesnegligence, or by reason of reckless disregard of of, the SubadviserAdviser’s obligations and and/or duties under this Agreement, relating to its trading activities or information provided to the Manager regarding the Adviser, by the Adviser or by any of its directors, officers, employees, agents, or any affiliate acting on behalf of the Adviser. Notwithstanding the foregoingThe U.S. federal and state securities laws impose liabilities on persons who act in good faith, and therefore, nothing contained in this Agreement shall constitute a waiver or limitation is intended to limit the obligations of rights that the Adviser under such laws. Neither the Manager nor the Trust shall have any liability to the Adviser or Investment any third party arising out of or related to this Agreement, provided however, the Manager and the Trust agree to indemnify and hold harmless, the Adviser against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser may have become subject under the securities or commodities laws, any other federal or state securities laws. In additionlaw, Subadviser shall be liable for any damagesat common law or otherwise, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserthe Manager’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s responsibilities to the Adviser which may be based upon any willful misfeasance, bad faith, or gross negligence in the performance of their dutiesnegligence, or by reason of reckless disregard of of, the Manager’s or the Trust’s or Investment Adviser’s obligations and and/or duties under this AgreementAgreement by either of the Manager or the Trust or by any of their directors, officers, employees, agents, or any affiliate acting on behalf of either. Notwithstanding the foregoing, nothing contained The indemnification in this Agreement Section shall constitute a waiver or limitation survive the termination of rights that the Subadviser may have under federal or state securities lawsthis Agreement.

Liability. (a) Except as may otherwise be required It is expressly understood and agreed by the provisions Parties that this Agreement is executed and delivered by each Notes Trustee not individually or personally but solely in its capacity as trustee in the exercise of the powers and authority conferred and vested in it under the relevant Notes Finance Documents for and on behalf of the Noteholders only for which the Notes Trustee acts as trustee and it shall have no liability for acting for itself or in any capacity other than as trustee and nothing in this Agreement shall impose on it any obligation to pay any amount out of its personal assets. Notwithstanding any other provision of this Agreement, its obligations hereunder (if any) to make any payment of any amount or to hold any amount on trust shall be only to make payment of such amount to or hold any such amount on trust to the extent that (i) it has actual knowledge that such obligation has arisen and (ii) it has received and, on the date on which it acquires such actual knowledge, has not distributed to the Noteholders for which it acts as trustee in accordance with the relevant Notes Indenture (in relation to which it is trustee) any such amount. (b) It is further understood and agreed by the Parties that in no case shall any Notes Trustee be (i) personally responsible or accountable in damages or otherwise to any other party for any loss, damage or claim incurred by reason of any act or omission performed or omitted by that Notes Trustee in good faith in accordance with this Agreement (including under Section 14), or any of the 1940 Act Notes Finance Documents in a manner that such Notes Trustee believed to be within the scope of the authority conferred on it by this Agreement or any of the rules thereunder Notes Finance Documents or other applicable by law, the Trust and the Investment Adviser agree that the Subadviser, or (ii) personally liable for or on account of any affiliated person of the Subadviserstatements, and each personrepresentations, warranties, covenants or obligations stated to be those of any other Party, all such liability, if any, whobeing expressly waived by the Parties and any person claiming by, within through or under such Party; provided however, that each Notes Trustee shall be personally liable under this Agreement for its own gross negligence or wilful misconduct. It is also acknowledged and agreed that no Notes Trustee shall have any responsibility for the meaning actions of Section 15 any individual Creditor or Noteholder (save in respect of its own actions). (c) The Parties acknowledge and agree that the 1933 Act, controls the Subadviser, Notes Trustee shall not be liable forcharged with knowledge or existence of facts that would impose an obligation on it hereunder to make any payment or prohibit it from making any payment unless, or subject not less than two Business Days prior to any damagesthe date of such payment, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason a Responsible Officer of the Subadviser’s willful misfeasance, bad faith, Notes Trustee receives written notice satisfactory to it that such payments are required or gross negligence in the performance of the Subadviser’s duties, or prohibited by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bd) Except as may otherwise be required by the provisions Notwithstanding anything contained herein, no provision of this Agreement (including under Section 14), shall alter or otherwise affect the 1940 Act rights and obligations of the Notes Issuer or any Debtor to make payments in respect of Notes Trustee Amounts as and when the same are due and payable pursuant to the applicable Notes Finance Documents or the rules thereunder or other applicable law, receipt and retention by the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 Notes Trustee of the 1933 Act, controls same or the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out taking of any services rendered step or action by the Notes Trustee in respect of its rights under this Agreement, except by reason of the Trust’s Notes Finance Documents to the same. (e) The Notes Trustee is not responsible for the appointment or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in for monitoring the performance of their dutiesthe Security Agent. (f) The Security Agent agrees and acknowledges that it shall have no claim against the Notes Trustee in respect of any fees, costs, expenses and liabilities due and payable to, or incurred by, the Security Agent. (g) The Notes Trustee shall be under no obligation to instruct or direct the Security Agent to take any Enforcement Action unless it shall have been instructed to do so by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations Noteholders and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement if it shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsbeen indemnified and/or secured to its satisfaction.

Liability. Neither Management nor the Facility nor Management’s General Contractor for the Show, or such other contrac- tor as Management may designate (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14“General Con- tractor”), the 1940 Act or the rules thereunder nor any of their o‰cers, agents, employees or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviserrepresentatives, shall not be held accountable or liable for, and the same are hereby released from accountability or subject liability for any claim, damage, loss, harm or injury to the person or any damages, expensesproperty of the Exhibitor, or losses in connection withany of its o‰cers, agents, employees or other representatives, resulting from Exhibitor’s use of the Facility or from theft, fire, water, accident or any act or omission connected with or other cause, including, but not limited to, claims arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, negligent or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any inten- tional act or omission of Exhibitor or any of its o‰cers or agents (including any EAC, as defined below) that causes or results in (1) damage to, or destruction of, property of any party, and/or (2) death or injury to persons, and neither the Management nor the Facility, nor the Gener- al Contractor, shall be obligated to obtain insurance against any such claim, damage, loss, harm, or injury. It is understood and agreed that all property of Exhibitor shall remain in the Exhibitor’s custody and control in transit to or from, or within, the Facility. It is understood between the Exhibitor and Management that Manage- ment provides an opportunity for Exhibitor to display his product or service to persons attending the Show. Exhibitor understands and agrees that Management cannot guarantee either attendance, sales by Exhibitors or climatic and other conditions outside or inside the Facility. Exhibitor shall not utilize the services of an Exhibitor Appointed Contractor (EAC) unless it has obtained the written consent from Management at least thirty (30) days prior to the Show, which consent may be granted or withheld at the sole discretion of Management. As a condition to such consent, Exhibitor and EAC may be required to execute Management’s Exhibitor Appointed Contractor Agreement. Indemni ty Exhibitor hereby agrees to indemnify, defend and protect the Manage- ment, the Facility, and General Contractor, and hold and save those parties against and from, any and all claims, demands, suits, liability, damages, loss, costs, attorney fees and expenses of whatever kind or nature which might result from or arise out of Exhibitor’s use of the Facility or any action or failure to act of the Exhibitor or any of its o‰cers, agents (including any EAC), employ- ees, or other representatives, including but not limited to (1) any claims of damage or loss to property, or from or out of any damage, loss, harm or injury to the person of the Exhibitor or any of its o‰cers, agents, employees or other representatives; (2) any claims or liability by or to third parties arising out of conduct or omissions which are in breach of Exhibitor’s obligations under this agreement; or (3) any claims arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act negli- gent or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any intentional act or omission connected with of Exhibitor or arising out any of its o‰cers or agents (including any EAC) that causes or results in damage to, or destruction of, property of any services rendered under this Agreementparty, except by reason of the Trust’s and/or death or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsinjury to persons.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub-Adviser, and controlling persons thereof (each persona “Sub- Adviser Controlling Person,” and collectively, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, “Sub-Adviser Controlling Persons”) shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the SubadviserSub-Adviser’s duties, or any material breach by reason the Sub-Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the “Sub-Adviser Standard of Care”). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Portfolio to take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion of the assets of the Portfolio managed by the Sub-Adviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Portfolio not managed by the Sub-Adviser (if any), and all representations and covenants of the Sub-Adviser in this Agreement shall constitute a waiver be deemed to apply only to the portion of the assets of the Portfolio managed by the Sub-Adviser. b. The Sub-Adviser agrees that neither the Portfolio nor the Fund shall bear any responsibility or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by If the provisions host employs an attorney to enforce any terms of this Agreement (including under Section 14)agreement, collect amounts due, or handle evictions, the 1940 Act renter agrees to be liable for all attorney's fees, court costs, and related expenses. ▇▇▇▇▇▇ agrees the list of Overnighters, Visitors, and Pets provided in this document is the full rental group & they will resrtict visitors, occupants, & Pets to these lists. Renter acknowledges & understands that each & every guest at the house, whether or not listed above, is their responsibility. They are responsible for any property damage, accident, injury, or loss sustained to any person while on the rules thereunder property or in the residence and that The Host does not accept legal or financial responsibility. This responsibility extends also to any risk of injury or other applicable lawloss resulting from a recreational activity andwill hold The Host harmless with respect hereto. ▇▇▇▇▇▇ agrees to indemnify and hold The Host harmless from any claim, the Trust and the Investment Adviser agree that the Subadviserincluding those of third parties, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of or in anyway resulting from the guest's use of the premises or items therein. ▇▇▇▇▇▇ further understands that failing to return the house in the same condition they received it (minus any services rendered under ordinary wear forthe term of their rental) and abide by the terms of this Agreement, except by reason of they are responsible for any additional costs. Should legal action be required to make the Subadviser’s willful misfeasanceProperty Owner whole, bad faithRenter understands they will also be responsible for those costs. Great Rentals, LLC is a booking management agency that strives to offer quality accommodations but makes no guarantee about theaccuracy, quality, safety, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out other feature of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. vacation rental. THE GUESTS AGREE TO HOLD GREAT RENTALS, THEIR ASSOCIATES, AND THE PROPERTY OWNER(S) 100% HARMLESS FOR ANY LOSS, DAMAGE, EXPENSE, PENALTY, OR FINE OF ANY KIND (bINCLUDING WITHOUT LIMITATION ANY PERSONAL INJURIES, DAMAGES TO ANY PERSONAL OR RE AL PROPERTY, OR ANY ECONOMIC LOSS) Except as may otherwise be required by RELATED TO OR ARISING FROM (1) THIS AGREEMENT, (2) THE CONDITION OF THE VACATION RENTAL PREMISES, AND/OR (3) ANY ACTION OR INACTION OF THE OWNER OF THE VACATION RENTAL, GUESTS, GREAT RENTALS LLC, AND/OR ANY THIRD PARTIES, holding Great Rentals LLC, their affiliates, associates, the provisions of this Agreement (including under Section 14Property Owner(s), the 1940 Act or the rules thereunder or other applicable lawand Partners 100% Harmless. BY BOOKING THIS PROPERTY THROUGH A LISTING SITE, GUESTS AGREE TO MAKE ANY CLAIMS ARISING FROM THEIR STAY DIRECTLY WITH THAT LISTING SITE AND THE EXTENT OF THEIR DAMAGES ARE LIMITED TO WHAT, IF ANYTHING, THE LISTING SITE WILL COVER. W ▇▇▇▇ holding Great Rentals LLC, their affiliates, associates, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereofProperty Owner(s), and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsPartners 100% Harmless.

Liability. (a) Except as may otherwise be ELSC shall exercise reasonable care and due diligence in performing the services required by this Agreement. To the provisions of this Agreement extent that ELSC is required to appear in, or is made a defendant in any legal action or other proceeding commenced by a party (other than the Master Servicer, the Trust, the Eligible Lender Trustee or their assignees) with respect to any matter arising hereunder, the Master Servicer shall indemnify and hold ELSC and its officers, directors, employees and agents harmless from all loss, liability and expense (including under Section 14)reasonable attorney’s fees) except for any loss, liability or expense arising out of or relating to ELSC’s acts or omissions with regard to the 1940 Act or performance of services hereunder. (b) ELSC shall indemnify and hold the rules thereunder or other applicable lawMaster Servicer, the Trust (and its assigns including the Indenture Trustee, and the Investment Adviser agree Noteholders) and the Eligible Lender Trustee and their respective officers, directors, employees and agents harmless from all loss, liability and expense (including reasonable attorney’s fees) arising out of or relating to ELSC’s acts or omissions with regard to the performance of services hereunder; provided, however, that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, ELSC shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, such services except for its negligence or by reason of reckless disregard of the Subadviser’s obligations misconduct and duties under this Agreement. Notwithstanding the foregoing, nothing contained provided further that in this Agreement no event shall constitute a waiver ELSC be responsible or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection consequential damages with respect to any act or omission matter whatsoever arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bc) Either party shall have the right to mitigate its liability under this Agreement by taking such actions as may be appropriate, including but not limited to reperformance. (d) Except as to Student Loans originated by ELSC, (i) ELSC does not assume, and acceptance for servicing shall not result in, any responsibility for the correctness or completeness of Student Loan-related papers or electronic files transmitted to ELSC as a part of or in conjunction with the commitment of any Student Loans to ELSC for servicing under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc., and (ii) ELSC shall not be responsible for any procedural errors or omissions (including due diligence violations) which may otherwise have occurred prior to initiation of servicing of a Student Loan by ELSC under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc. ELSC shall not be required responsible for any inaccurate information that would invalidate the guarantee of a Financed Student Loan contained in any Financed Student Loan application, Loan Verification Certificate or related documentation forwarded by the provisions of this Agreement Master Servicer to ELSC. (including under Section 14), e) If a Financed Student Loan is denied the 1940 Act guarantee by a Guarantor or the rules thereunder loss of federal interest, special allowance, and/or insurance benefits due to a breach by ELSC of its obligations under this Agreement, ELSC shall have the right to take any action not prohibited by law or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each personregulation to reduce its losses, if any, whohereunder, including but not limited to curing, at its own expense (to the extent such expenses exceed ELSC standard servicing fee), any origination, due diligence or other servicing violation under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc. If any lost guarantee is not reinstated within the meaning of Section 15 twelve (12) months of the 1933 Actdate ELSC learns of the loss of the guarantee on a Financed Student Loan, controls ELSC shall take actions which make the Trust or Investment AdviserLender whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, ELSC may delay taking such actions by obtaining the written consent of the Master Servicer not less often than each ninety (90) days that ELSC has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. During such delay, ELSC agrees to pay any accrued interest on the Financed Student Loans that may be uninsured. (f) The Master Servicer shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered enforce its rights under this Agreement, except by reason Section 10 on behalf of the Trust. The parties hereby agree that the Indenture Trustee or the Trust, for the benefit of the Noteholders, may enforce the Master Servicer’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence rights under this Section 10 in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights event that the Subadviser may have under federal or state securities lawsMaster Servicer shall fail to enforce such rights.

Liability. (a) Except as may otherwise be required by the provisions If Mortgagor consists of this Agreement more than one person (including under Section 14each such person, a “Borrower Party”), the 1940 Act or the rules thereunder or other applicable law, the Trust obligations and the Investment Adviser agree liabilities of each such Borrower Party hereunder shall be joint and several. Each Borrower Party hereby acknowledges and agrees that the SubadviserBorrower Parties are jointly and severally liable to Lender for all representations, warranties, covenants, obligations and liabilities of each Borrower Party hereunder. Each Borrower Party hereby further acknowledges and agrees that (a) any affiliated person Event of the SubadviserDefault or any default, or breach of a representation, warranty or covenant by any Borrower Party hereunder or under any Secured Note Document to which Mortgagor is a party is hereby considered a default or breach by each Borrower Party, as applicable, and each person, if any, who, within (b) Lender shall have no obligation to proceed against one Borrower Party before proceeding against the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject other Borrower Parties. Each Borrower Party hereby waives any defense to any damages, expenses, or losses in connection with, any act or omission connected with its obligations under this Security Instrument based upon or arising out of the disability or other defense or cessation of liability of one Borrower Party versus the other. A Borrower Party’s subrogation claim arising from payments to Lender shall constitute a capital investment in the other Borrower Party subordinated to any services rendered under this Agreement, except by reason claims of Lender and equal to a ratable share of the Subadviser’s willful misfeasance, bad faithequity interests in such Borrower Party. (a) Notwithstanding anything appearing to the contrary in this Security Instrument, or gross negligence in the performance Note, the Credit Agreement or any of the Subadviser’s dutiesother Secured Note Documents, or by reason neither Lender nor any other Indemnitee shall be entitled to enforce the liability and obligation of reckless disregard of Mortgagor to pay, perform and observe the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver Security Instrument by any action or limitation proceeding against any member, shareholder, partner, manager, director, officer, agent, affiliate, beneficiary, trustee or employee of rights that the Trust Mortgagor (or Investment Adviser may have under federal any direct or state securities laws. In additionindirect member, Subadviser shall be liable for shareholder, partner or other owner of any damagessuch member, expensesshareholder, partner, manager, director, officer, agent, affiliate or employee of Mortgagor, or losses in connection with any act director, officer, employee, agent, manager or omission arising out trustee of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by of the provisions foregoing); provided, however, for purposes of this Agreement (including under Section 14)clarification, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, foregoing is not intended to exempt any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to Issuer Parties from its obligations and liabilities under any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute Secured Note Documents to which such Issuer Party is a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsparty.

Liability. Tenant specifically agrees to look solely to Landlord’s (aor its successors’) Except as may otherwise interest in the Building (including rental income and insurance/condemnation proceeds) for the recovery of any judgment (or other judicial decree) from Landlord. Landlord (or if Landlord is a limited liability company, its members, or if Landlord is a corporation, its directors, officers or any successors in interest) shall never be required personally liable for any such judgment. In no event shall Landlord be liable under this Lease for any consequential or punitive damages except to the extent caused by the provisions gross negligence or willful misconduct of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust Landlord. This exculpation of liability to be absolute and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall without exception whatsoever. Landlord will not be liable forto Tenant or any Tenant Party, or subject to any damagesother person whomsoever, for any damage to property on or about the Premises belonging to Tenant or any other person, due to any cause whatsoever, unless caused by the gross negligence or willful or intentional misconduct of Landlord. Tenant hereby covenants and agrees that it will at all times indemnify, defend (with counsel reasonably approved by Landlord) and hold safe and harmless Landlord (including, without limitation, its trustees and beneficiaries if Landlord is a trust), and the Landlord Parties from any loss, liability, claims, suits, costs, expenses, including without limitation reasonable attorney’s fees and damages, both real and alleged, incurred by Landlord or losses in connection with, any act or omission connected with or a Landlord Party arising out of or resulting from the negligence or misconduct of Tenant, a breach by Tenant of any services rendered under provision of this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faithLease, or gross negligence the conduct by Tenant of its business in the performance of Building. Landlord hereby covenants and agrees that it will at all times indemnify, defend (with counsel reasonably approved by Tenant) and hold safe and harmless Tenant, and the Subadviser’s dutiesTenant Parties from any loss, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoingliability, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In additionclaims, Subadviser shall be liable for any damagessuits, costs, expenses, including without limitation reasonable attorney’s fees and damages, both real and alleged, incurred by Tenant or losses in connection with any act or omission a Tenant Party arising out of or resulting from the operation by Landlord of the Building, the negligence or misconduct of Landlord, or a breach by Landlord of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions provision of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsLease.

Liability. Seller's total liability shall be limited to the purchase price of the Product supplied (aor to have been supplied) Except as may otherwise be required by the provisions hereunder in respect of this Agreement (including under Section 14), the 1940 Act or the rules thereunder which ▇▇▇▇▇▇▇ are claimed. All technical or other applicable lawadvice, recommendation or assistance by Seller, whether or not at Buyer’ s request, with respect to the Trust Product, its processing, further manufacture, or otherwise, is given gratis by Seller and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, Seller shall not be liable for, or subject to any and ▇▇▇▇▇ assumes all risk of, same and the consequences thereof. OTHER THAN AS SET FORTH IN THIS PARAGRAPH 6, SELLER SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, AND REGARDLESS (i) WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, AND (ii) W HETHER SELLER WAS OR SHOULD HAVE BEEN AWARE OF SAME. Upon satisfactory proof of claim by ▇▇▇▇▇ of Product not meeting specifications as provided in this Contact, and as ▇▇▇▇▇’ s exclusive remedy, Seller will within a reasonable t ime supply Buyer at the Delivery Point with replacement Product meeting specifications, free of charge, freight prepaid or, at Seller's option, refund the purchase price for the Product upon return of such non-conforming Product. ▇▇▇▇▇ claims for replacements and returns for credit will not be allowed unless authorized by Seller in writing. The Buyer shall indemnify, defend and hold harmless Seller and its affiliates from and against all claims, proceedings, damages, costs, fees, expenses (including reasonable attorneys’ fees and expenses), liabilities, losses, obligations, judgments, and penalties (“ Damages”) arising out of, or losses in connection with, any act actual or omission connected with or arising out alleged breach by Buyer of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s its obligations under this Agreement. (b) Except as may otherwise be required by the provisions Contract, and also from Buyer’ s transportation, use, storage, handling, disposal, resale of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected dealing with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsProduct.

Liability. (ai) Except as may otherwise be required by References to the provisions of Warrant Agent in this Agreement (including under Section 14)9.3 shall include the Warrant Agent and its affiliates, the 1940 Act or the rules thereunder or principles, directors, officers, employees, agents, representatives, attorneys, accountants, advisors and other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, professionals. The Warrant Agent shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, for or by reason of reckless disregard any of the Subadviser’s obligations and duties under statements of fact or recitals contained in this Agreement, the Warrant Statements or in the Global Warrant Certificates (except, in each case, its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. Notwithstanding The Warrant Agent shall not be under any responsibility in respect of the foregoingvalidity or sufficiency of this Agreement or the execution and delivery hereof or in respect of the validity or execution of any Global Warrant Certificate (except, nothing in each case, its countersignature thereof); nor shall the Warrant Agent be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Global Warrant Certificate to be complied with by the Company; nor shall constitute the Warrant Agent be responsible for the making of any adjustment in the Exercise Price or the number of shares issuable upon the exercise of a waiver New GMR Warrants required under the provisions of Article V or limitation be responsible for the manner, method or amount of rights any such change or the ascertaining of the existence of facts that would require any such change; nor shall the Trust Warrant Agent by any act hereunder be deemed to make any representation or Investment Adviser warranty as to the authorization or reservation of any Warrant Exercise Shares to be issued pursuant to this Agreement or any New GMR Warrant or as to whether any Warrant Exercise Shares will, when issued, be validly issued and fully paid and non-assessable. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Global Warrant Certificate authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the New GMR Warrants. (ii) The Warrant Agent shall have no liability under, and no duty to inquire as to, the provisions of any agreement, instrument or document other than this Agreement, including any Global Warrant Certificate. (iii) The Warrant Agent may rely on and shall incur no liability or responsibility to the Company, any Holder, or any other Person for any action taken, suffered or omitted to be taken by it upon any notice, instruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or other paper, document or instrument furnished to the Warrant Agent hereunder and believed by it to be genuine and to have under federal been signed, sent or state securities lawspresented by the proper party or parties. In addition, Subadviser The Warrant Agent shall be liable for under no duty to inquire into or investigate the validity, accuracy or content of any damagessuch notice, expensesinstruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or losses other paper, document or instrument. The Warrant Agent shall not take any instructions or directions except those given in connection accordance with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (biv) Except The Warrant Agent shall act hereunder solely as may otherwise agent for the Company and in a ministerial capacity and does not assume any obligation or relationship of agency or trust with any of the owners or holders of the New GMR Warrants, and its duties shall be required determined solely by the provisions hereof. The Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken in connection with this Agreement except to the extent that a court of competent jurisdiction determines that its own gross negligence, willful misconduct or bad faith (as each is determined by a final, nonappealable judgment) was the primary cause of any loss. (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable for any special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage. Any liability of the Warrant Agent under this Agreement shall be limited to the amount of annual fees paid by the Company to the Warrant Agent hereunder. (vi) All rights and obligations contained in this Section 9.3 shall survive the termination of this Agreement and the resignation, replacement, incapacity or removal of the Warrant Agent. All fees and expenses incurred by the Warrant Agent prior to the resignation, replacement, incapacity or removal of the Warrant Agent shall be paid by the Company in accordance with this Section 9.3 of this Agreement notwithstanding such resignation, replacement, incapacity or removal of the Warrant Agent. (vii) The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to the provisions of this Agreement. (viii) In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (including under Section 14)software or hardware) services. (ix) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, the 1940 Act or the rules thereunder instruction, direction, request or other applicable lawcommunication, paper or document received by the Subadviser agrees that the Trust and the Investment AdviserWarrant Agent hereunder, Warrant Agent, may, in its sole discretion, refrain from taking any affiliated person thereofaction, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall be fully protected and shall not be liable forin any way to the Company or any Holder or other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or subject uncertainty to any damages, expenses, or losses in connection with, any act or omission connected with or arising out the satisfaction of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsWarrant Agent.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the 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 other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the 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 (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the "Indemnified Parties") against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, the Advisers Act , or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by expressly set forth in this Trust Agreement and the provisions terms of this Agreement (including under Section 14)the Up-MACRO Tradeable Shares, the 1940 Act or the rules thereunder or other applicable lawDepositor, the Trust Administrative Agent and the Investment Adviser agree that Trustee shall not be: (i) personally liable for the Subadviser, return of any affiliated person portion of the Subadviser, and each person, if any, who, within investment of Holders of Up-MACRO Tradeable Shares (or any return thereon) which shall be made solely from the meaning of Section 15 of Trust Property; (ii) required to pay to the 1933 Act, controls the Subadviser, shall not be liable forTrust, or subject to any damages, expenses, or losses in connection with, Holder any act or omission connected with or arising out deficit upon dissolution of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal otherwise; and (iii) required to pay any fees or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out expenses relating to the operation of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementthe Trust. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)The Depositor, the 1940 Act Administrative Agent and the Trustee each undertakes to perform such duties and only such duties as are specifically set forth in this Trust Agreement, and no implied covenants or obligations shall be read into this Trust Agreement. (c) In the absence of gross negligence or willful misconduct on the part of the Depositor, the Administrative Agent, MacroMarkets or the rules thereunder or other applicable lawTrustee, the Subadviser agrees that Depositor, the Trust Administrative Agent, MacroMarkets and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, Trustee shall not be liable forfor any action taken, suffered or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except omitted by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence it in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and its duties under this Trust Agreement. Notwithstanding The Depositor, the foregoingAdministrative Agent, nothing contained MacroMarkets and the Trustee shall not be liable for any error in judgment made in good faith unless such party has been grossly negligent in ascertaining or failing to ascertain the pertinent facts. In no event shall the Depositor, the Administrative Agent, MacroMarkets or the Trustee be liable for special, consequential or punitive damages or for any failure or delay in the performance of its obligations under this Trust Agreement shall constitute a waiver due to forces reasonably beyond the control of the Depositor, the Administrative Agent, MacroMarkets or limitation the Trustee including, without limitation, strikes, work stoppages, acts of rights war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services including, without limitation, Internet services; it being understood that the Subadviser may have Depositor, the Administrative Agent, MacroMarkets and the Trustee shall each use commercially reasonable efforts which are consistent with accepted practices in its industry to resume performance as soon as practicable under federal or state securities lawsthe circumstances.

Liability. (a) Except as may otherwise be required All liabilities of the Borrower and of the Guarantor shall, at the option of the Lender or Agent and without notice, mature immediately upon the insolvency of the Borrower, the appointment of a receiver for the Borrower or any of its property, the filing of a voluntary or involuntary petition in bankruptcy, reorganization, or arrangement, the making of an assignment for the benefit of creditors, the calling of a meeting of creditors by the provisions of this Agreement (including under Section 14)Borrower, the 1940 Act encumbrance or disposition, or attempt to encumber or dispose, of all or a substantial portion of Borr▇▇▇▇'▇ ▇roperty, a default by Borrower in the rules thereunder payment of any of the Guaranteed Indebtedness as the same falls due, or other a default, after applicable lawnotice and opportunity to cure pursuant to documentation now or hereafter evidencing the Guaranteed Indebtedness, by the Borrower in respect of any undertaking. All liabilities of the Guarantor shall, at the option of the Lender or Agent and without notice, mature immediately upon the Lender becoming aware of the falsity of any statement or representation hereof, or upon the insolvency of the Guarantor, the Trust and appointment of a receiver for the Investment Adviser agree that Guarantor, or any of its property, the Subadviserfiling of a voluntary or involuntary petition in bankruptcy, reorganization, or arrangement, the making of an assignment for the benefit of creditors, the calling of a meeting of creditors by the Guarantor, the breach of any affiliated person provision hereof, the encumbrance or disposition, or attempt to encumber or dispose, of all of a substantial portion of the SubadviserGuarantor's property, and each person, if any, who, within a default by the meaning Guarantor in the payment of Section 15 any of the 1933 ActGuaranteed Indebtedness as the same falls due, controls or a default, after applicable notice and opportunity to cure pursuant to documentation now or hereafter evidencing the SubadviserGuaranteed Indebtedness, by the Guarantor in respect of any undertaking. If the Guarantor becomes liable for an indebtedness owing by Borrower to the Lender, by endorsement or otherwise, other than under this guaranty, such liability shall not be liable forin any manner impaired or affected hereby, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out and the rights of the Lender and/or Agent hereunder shall be cumulative of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of all other rights that the Trust or Investment Adviser Lender and/or Agent may ever have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementagainst the Guarantor. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the 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 the Fund. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the 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 (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that 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 (the “1933 Act”), the 1934 Act, the Investment Adviser may have under Advisers Act of 1940, as amended (the “Advisers Act”) or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, The CONSULTANT shall not be liable forto the Company, or subject to anyone who may claim any right due to any damagesrelationship with the Company, expenses, for any acts or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence omissions in the performance of services on the Subadviser’s duties, or by reason of reckless disregard part of the Subadviser’s obligations CONSULTANT except when said acts or omissions of the CONSULTANT are due to willful misconduct or gross negligence. The Company shall indemnify, defend and duties under this Agreement. Notwithstanding hold the foregoingCONSULTANT free and harmless from and against any and all liabilities, nothing contained in this Agreement shall constitute a waiver costs and expenses (including reasonable attorneys’ fees) arising out of or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any the services rendered to the Company by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. CONSULTANT (b) Except as may otherwise be required by whether pursuant to the provisions terms of this Agreement (including under Section 14)or otherwise) or in any way relating to the Company's operation of its business, except to the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees extent that the Trust and same shall result from the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, misconduct or gross negligence of the CONSULTANT as determined by a court or arbitrator of competent jurisdiction. The CONSULTANT shall promptly notify the Company in writing of any such third party claim or suit and the Company shall have the right to fully control the defense and settlement thereof provided that any settlement shall include a general release of the CONSULTANT and shall not include any admission of liability by the CONSULTANT. The Company agrees that during the Contract Period and for a period of five years thereafter, it will maintain clinical trials insurance (if the Company directly or indirectly conducts clinical trials involving the Technology, as defined below) and other liability insurance in amounts consistent with best practices in the performance industry and will list the CONSULTANT as an additional insured on all such insurance policies. The Company shall furnish the CONSULTANT with certificates of their dutiesinsurance evidencing such coverage upon the CONSULTANT'S request. IN NO EVENT WILL CONSULTANT BE LIABLE TO COMPANY FOR ANY SPECIAL, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this AgreementINCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF CONSULTANT HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding the foregoingWITHOUT LIMITING THE GENERALITY OF THE FOREGOING, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsIN NO EVENT SHALL CONSULTANT’S LIABILITY TO COMPANY WITH RESPECT TO ANY SERVICES PERFORMED UNDER THIS AGREEMENT EXCEED THE AMOUNT OF ALL CONSULTING FEES OR OTHER COMPENSATION PAID TO CONSULTANT BY COMPANY IN CONNECTION WITH SUCH SERVICES, AND CONSULTANT SHALL HAVE THE RIGHT, IN HIS SOLE DISCRETION, TO OFFSET ANY SUCH LIABILITY BY RETURNING ANY STOCK COMPENSATION ISSUED HEREUNDER, AT ITS FAIR MARKET VALUE MEASURED AS OF THE DATE OF GRANT.

Liability. (a) Except as may otherwise be required by In the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out absence of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, its duties or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement, Subadviser shall not be liable to Client or The Vantagepoint Funds for honest mistakes of judgment or for action or inaction taken in good faith and in accordance with the duty of care standard in Section 9 for a purpose that Subadviser reasonably believes to be in the best interests of the Fund. Notwithstanding the foregoingHowever, nothing contained in neither this provision nor any other provision of this Agreement shall constitute a waiver or limitation of any rights that the Trust which Client or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser The Vantagepoint Funds may have under federal or state securities laws. (b) Client shall indemnify and hold harmless Subadviser against any loss, liability, damages, reasonable costs or expenses, including reasonable attorneys’ fees, caused by: (i) the willful misfeasance, bad faith, fraud, or gross negligence of Client in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder hereunder; (ii) Client’s violation of applicable law; or (iii) Client’s breach of any term or provision in this Agreement. (c) Subadviser shall indemnify and hold harmless Client against any loss, liability, damages, reasonable costs or expenses, including reasonable attorneys’ fees, caused by: (i) the willful misfeasance, bad faith, fraud, or gross negligence of Subadviser in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder; (ii) Subadviser’s violation of Applicable Laws; or (iii) Subadviser’s breach of any term or provision in this Agreement. (d) Subadviser shall indemnify and hold harmless The Vantagepoint Funds against any loss, liability, damages, reasonable costs or expenses, including reasonable attorneys’ fees caused by: (i) the willful misfeasance, bad faith, fraud, or gross negligence of Subadviser in the performance of its duties hereunder or by reason of reckless disregard of its obligations and duties hereunder; (ii) Subadviser’s violation of Applicable Laws; or (iii) Subadviser’s breach of any term or provision in this Agreement.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the 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 other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the 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 (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund hereby agrees to indemnify and hold harmless the Sub-Advisor, nothing contained in this Agreement shall constitute a waiver its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by provided in this Article 4, including without limitation the provisions second sentence of this Agreement (including under Section 14)4.04, in accepting the trust created hereby, the 1940 Act or Trustee acts solely as trustee hereunder and not in its individual capacity, and all Persons having any claim against the rules thereunder or Trustee by reason of the transactions contemplated by this Agreement and any other applicable law, agreement to which the Trust and is a party shall look only to the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, Trust Estate for payment or satisfaction thereof. The Trustee shall not be liable or accountable hereunder to the Trust or to any other Person or under any other agreement to which the Trust is a party, except for the Trustee’s own fraud, gross negligence or willful misconduct. In particular, but not by way of limitation: (a) The Trustee shall have no liability or responsibility for the validity or sufficiency of this Agreement or for the form, character, genuineness, sufficiency, enforceability, collectability, location, existence, value or validity of the Trust Estate; (b) The Trustee has not prepared or verified, and shall not be responsible or liable for, any information, disclosure or subject other statement in the disclosure statement distributed to members of the Company in any damages, expenses, document issued or losses delivered in connection withwith the sale or transfer of the Shares; (c) The Trustee shall not be liable for any actions taken or omitted to be taken by it in accordance with the instructions of the Sponsor or the liquidating trustee; (d) The Trustee shall not have any liability for the acts or omissions of the Sponsor, any act the Custodian, the Administrator or omission connected with their respective delegates; (e) The Trustee shall have no duty or arising out obligation to supervise the performance of any services rendered under this Agreement, except by reason obligations of the Subadviser’s willful misfeasanceSponsor, bad faiththe Custodian, the Administrator or gross negligence their respective delegates; (f) No provision of this Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder; (g) Under no circumstances shall the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall Trustee be liable for any damagesobligations of the Trust arising under this Agreement or any other agreements to which the Trust is a party; and (h) Notwithstanding anything contained herein to the contrary, expensesthe Trustee shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (i) require the consent or approval or authorization or order of, or losses in connection the giving of notice to, or the registration with any act or omission arising out taking of any services rendered action in respect of, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware, (ii) result in any fee, tax or other governmental charge becoming payable by third parties that Subadviser hires the Trustee under the laws of any jurisdiction or any political subdivision thereof other than the State of Delaware or (iii) subject the Trustee to personal jurisdiction, other than in connection with fulfilling Subadviser’s obligations under the State of Delaware, for causes of action arising from personal acts unrelated to the consummation of the actions of the Trustee contemplated by this Agreement. (bi) Except as may otherwise The Trustee shall not be required by personally liable for any error in judgment made in good faith, except to the provisions of this Agreement extent such judgment constitutes gross negligence on its part; (including under Section 14)j) Under no circumstances shall the Trustee be personally liable for any representation, the 1940 Act warranty, covenant, agreement, or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 indebtedness of the 1933 Act, controls the Trust or Investment Adviser, Trust; (k) The Trustee shall not be liable forfor punitive, exemplary, consequential, special or subject other similar damages under any circumstances; and (l) The Trustee shall not be obligated to give any damages, expenses, bond or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in other security for the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and its duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawshereunder.

Liability. (a) Except as may otherwise be required by the provisions of Notwithstanding anything set forth in this Agreement (including to the contrary, Deerpath assumes no responsibility under Section 14), this Agreement other than to render the 1940 Act or services called for hereunder. To the rules thereunder or other applicable extent permitted by law, the Trust and the Investment Adviser agree that neither Deerpath nor its affiliates nor any of their respective equity holders, managers, directors, officers, partners, employees, advisors or agents (each, a Deerpath Designated Person) shall be liable to the Subadviser, Manager, the Fund or any affiliated person Fund investor for any expenses, losses, damages, liabilities, demands, charges or claims of any nature whatsoever (including reasonable attorneys’ and accountants’ fees and expenses) (each, a Loss) or for any decrease in the value of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or Fund’s investments arising out of or resulting from acts or omissions of any services rendered Deerpath Designated Person in the performance of ▇▇▇▇▇▇▇▇’s duties under this Agreement, except by reason of the Subadviser’s (i) acts or omissions constituting criminal conduct, fraud, negligence or willful misfeasance, bad faith, or gross negligence misconduct in the performance respect of the Subadviser’s duties, obligations of Deerpath hereunder or (ii) any material breach by reason of reckless disregard Deerpath of the Subadviser’s obligations covenants and duties under this Agreement. Notwithstanding the foregoing, nothing agreements of Deerpath contained in this Agreement shall constitute or (iii) any Losses attributable to any untrue statement or alleged untrue statement of a waiver material fact contained in any Fund Document or limitation the omission or alleged omission of rights that a material fact necessary to make the Trust statements in any Fund Document, in the light of the circumstances under which they were made, not misleading, in each case as provided by Deerpath or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementthe applicable Deerpath Designated Person. (b) Except as may otherwise be required The Subadviser shall indemnify each Deerpath Designated Person from and against any and all Losses imposed on, sustained, incurred or suffered by such Deerpath Designated Person to the provisions of this Agreement (including under Section 14)extent resulting from, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of or resulting from (whether or not arising from a third party claim), (i) acts or omissions of any services rendered under Deerpath Designated Person on behalf of the Subadviser, Manager or Fund in accordance with the terms of this Agreement, except by reason to the extent taken in good faith and in the absence of criminal conduct, fraud, willful misconduct, or negligence, (ii) acts or omissions of any of the Trust’s Subadviser, Manager or Investment Adviser’s Fund or any of their respective directors, officers, partners, employees, affiliates or agents constituting criminal conduct, fraud, willful misfeasance, bad faithmisconduct, or gross negligence in the performance of their duties, or by reason of reckless disregard respect of the Trust’s obligations of the Subadviser hereunder or Investment Adviser’s obligations the Subadviser, Manager or Fund under the Subadvisory Agreement or Management Agreement, in each case, as finally adjudicated in a non-appealable decision in a court of competent jurisdiction or (iii) any material breach by the Subadviser of the covenants and duties under this Agreement. Notwithstanding agreements of the foregoing, nothing Subadviser contained in this Agreement or of the Subadviser, Manager or Fund in the Subadvisory Agreement or Management Agreement, in each case, as finally adjudicated in a non-appealable decision in a court of competent jurisdiction. (c) Deerpath shall constitute indemnify each of the Subadviser, its affiliates and any of their respective equity holders, managers, directors, officers, partners, employees, advisors or agents (each, a waiver “Subadviser Designated Person”) , for any and all Losses, imposed on, sustained, incurred or limitation suffered by such Subadviser Designated Person to the extent resulting from, arising out of rights that or resulting from (whether or not arising from a third party claim) (i) acts or omissions of any Deerpath or any of its directors, officers, partners, employees, affiliates or agents constituting criminal conduct, fraud, negligence or willful misconduct in respect of its obligations hereunder, in each case, as finally adjudicated in a non-appealable decision in a court of competent jurisdiction or (ii) any material breach by Deerpath of the Subadviser may have under federal or state securities lawscovenants and agreements of Deerpath contained in this Agreement as finally adjudicated in a non-appealable decision in a court of competent jurisdiction.

Liability. (a) Except as may otherwise be required To the extent permitted by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, HSBC Securities shall not be liable forfor any expenses, or subject to any losses, damages, expensesliabilities, or losses in connection withdemands, any act or omission connected with or arising out charges and claims of any services rendered under this Agreementkind or nature whatsoever (including without limitation any legal expenses and costs and expenses relating to investigating or defending any demands, charges or claims) (“Losses”) by or with respect to the account, except by reason to the extent that such Losses are actual Losses proven with reasonable certainty, are not speculative, are proven to have been fairly within the contemplation of the Subadviser’s willful misfeasanceparties as of the date hereof, bad faith, and are determined by a court of competent jurisdiction or an arbitration panel in a final non-appealable judgment or order to have resulted solely from HSBC Securities’ gross negligence in or willful misconduct, and, without limiting the performance generality of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver HSBC Securities will not be liable for any indirect, special, punitive, incidental, or limitation consequential damages or other losses (regardless of rights that the Trust whether such damages or Investment Adviser may have under federal or state securities lawsother losses were reasonably foreseeable). In addition, Subadviser shall HSBC Securities will not be liable liable, for any damageslost income or otherwise, expenses, if HSBC Securities or losses Pershing fails to automatically invest free credit balances or automatically redeem shares of a money market mutual fund in connection with a sweep option. HSBC Securities shall have no liability for and I agree to reimburse, indemnify and hold HSBC Securities, its affiliates and their partners, directors, officers and employees and any person controlled by or controlling HSBC Securities harmless from all expenses (including legal expenses and reasonable attorneys’ fees), losses or damages that result from (a) my or my agents’ misrepresentation, act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. or alleged misrepresentation, act or omission, (b) Except as may otherwise be required by the provisions HSBC Securities’ following my or my agent’s directions or failing to follow my or their unlawful or unreasonable directions, (c) any of this Agreement (including under Section 14), the 1940 Act my actions or the rules thereunder actions of my previous advisers or other applicable lawcustodian, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.and

Liability. (a) Except Each Notes Trustee enters into this Agreement not individually or personally but solely in its capacity as may otherwise be required by trustee in the provisions exercise of the powers and authority conferred and vested in it under the relevant Notes Finance Documents for and on behalf of the Noteholders for which the Notes Trustee acts as trustee. Each Notes Trustee shall have no liability for acting for itself or in any capacity other than as trustee and nothing in this Agreement shall impose on it any obligation to pay any amount out of its personal assets. Notwithstanding any other provision of this Agreement, its obligations hereunder (if any) to make any payment of any amount or to hold any amount on trust shall be only to make payment of such amount to or hold any such amount on trust to the extent that (i) it has actual knowledge that such obligation has arisen and (ii) it has received and, on the date on which it acquires such actual knowledge, has not distributed to the Noteholders for which it acts as trustee in accordance with the relevant Notes Indenture any such amount. (b) In no case shall any Notes Trustee be (i) personally responsible, liable or accountable in damages or otherwise to any other Party for any loss, damage or claim incurred by reason of any act or omission performed or omitted by that Notes Trustee in good faith in accordance with this Agreement (including under Section 14), or any of the 1940 Act Notes Finance Documents in a manner that such Notes Trustee believed to be within the scope of the authority conferred on it by this Agreement or any of the rules thereunder Notes Finance Documents or other applicable by law, the Trust and the Investment Adviser agree that the Subadviser, or (ii) personally liable for or on account of any affiliated person of the Subadviserstatements, and each personrepresentations, warranties, covenants or obligations stated to be those of any other Party, all such liability, if any, whobeing expressly waived by the Parties and any person claiming by, within through or under such Party; provided, however, that each Notes Trustee shall be personally liable under this Agreement for its own gross negligence or wilful misconduct. It is also acknowledged and agreed that no Notes Trustee shall have any responsibility or liability for the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out actions of any services rendered under this Agreement, except by reason individual Creditor or Noteholder (save in respect of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. its own actions). (c) Notwithstanding the foregoing, nothing contained anything in this Agreement to the contrary, each Notes Trustee shall constitute a waiver only have an obligation to turn over or limitation of rights repay amounts received under this Agreement by it if (i) it had actual knowledge that the Trust receipt or Investment Adviser may have under federal recovery is an amount received in breach of this Agreement and (ii) to the extent that, prior to receiving such knowledge, it had not distributed the amount of such receipt or state securities lawsrecovery in accordance with the relevant Notes Indenture. In addition, Subadviser No Notes Trustee shall be liable for charged with knowledge (actual or otherwise) or existence of facts that would impose any damagesobligation on it hereunder to make any payment or prohibit it from making any payment unless, expensesnot less than two Business Days prior to the date of such A44420063 payment, a Responsible Officer of the Notes Trustee receives written notice satisfactory to it that such payments are required or losses in connection with any act or omission arising out of any services rendered prohibited by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bd) Except Notwithstanding anything contained herein, no provision of this Agreement shall alter or otherwise affect the rights and obligations of the Parent or any other Debtor to make payments in respect of Notes Trustee Amounts as may otherwise and when the same are due and payable pursuant to the applicable Notes Finance Documents or the receipt and retention by any Notes Trustee of the same or the taking of any step or action by any Notes Trustee in respect of its rights under the applicable Notes Finance Documents to the same. (e) No Notes Trustee is responsible for the appointment or for monitoring the performance of the Security Agent. (f) The Security Agent agrees and acknowledges that it shall have no claim against any Notes Trustee in respect of any fees, costs, expenses and liabilities due and payable to, or incurred by, the Security Agent. (g) No Notes Trustee shall be required under any obligation to instruct or direct the Security Agent to take any Enforcement Action unless it has been instructed to do so by the relevant Noteholders and has been indemnified and/or secured and/or prefunded to its satisfaction. (h) The provisions of this Agreement (including under Section 14), Clause 26 shall survive the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning termination of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (ai) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, The Warrant Agent shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, for or by reason of reckless disregard any of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing statements of fact or recitals contained in this Agreement shall constitute a waiver Agreement, the Warrant Statements or limitation of rights that in the Trust Warrant Certificates (except, in each case, its countersignature thereof) or Investment Adviser may have under federal or state securities laws. In additionbe required to verify the same, Subadviser but all such statements and recitals are and shall be liable deemed to have been made by the Company only. The Warrant Agent shall not be under any responsibility in respect of the validity or sufficiency of this Agreement or the execution and delivery hereof or in respect of the validity or execution of any Warrant Certificate (except, in each case, its countersignature therefor); nor shall the Warrant Agent be responsible for any damagesbreach by the Company of any covenant or condition contained in this Agreement; nor shall the Warrant Agent be responsible for the making of any adjustment in the Exercise Price or the number and/or kind of shares issuable upon the exercise of Warrants required under the provisions of Article V or be responsible for the manner, expensesmethod or amount of any such change or the ascertaining of the existence of facts that would require any such change; nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Warrant Exercise Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Warrant Exercise Shares will, when issued, be validly issued and fully paid and non-assessable. The Warrant Agent shall not be accountable or under any duty or responsibility for the application by the Company of the proceeds of the issue and sale, or losses in connection with any act or omission arising out exercise, of the Warrants. (ii) The Warrant Agent shall have no liability under, and no duty to inquire as to, the provisions of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under agreement, instrument or document other than this Agreement. (biii) Except The Warrant Agent may rely on and shall incur no liability or responsibility to the Company, any Holder, or any other Person for any action taken, suffered or omitted to be taken by it upon any notice, instruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or other paper, document or instrument furnished to the Warrant Agent hereunder and believed by it to be genuine and to have been signed, sent or presented by the proper party or parties. The Warrant Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such notice, instruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or other paper, document or instrument. The Warrant Agent shall not take any instructions or directions except those given in accordance with this Agreement. (iv) The Warrant Agent shall act hereunder solely as may otherwise agent for the Company and in a ministerial capacity and does not assume any obligation or relationship of agency or trust with any of the Holders, and its duties shall be required determined solely by the provisions hereof. The Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken in connection with this Agreement except to the extent that a court of competent jurisdiction determines that its own gross negligence, willful misconduct or bad faith (as each is determined by a final, nonappealable judgment) was the primary cause of any loss. (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable for any special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage. Notwithstanding anything contained in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement, whether in contract, or in tort, or otherwise, shall be limited in the aggregate to, and shall not exceed, an amount equal to the fees and charges, but not including reimbursable expenses, paid by the Company to the Warrant Agent hereunder during the twelve (12) months immediately preceding the event for which recovery from the Warrant Agent is being sought. (vi) All rights and obligations contained in this Section 8.3 shall survive the termination of this Agreement and the resignation, replacement, incapacity or removal of the Warrant Agent. All fees and expenses incurred by the Warrant Agent prior to the resignation, replacement, incapacity or removal of the Warrant Agent shall be paid by the Company in accordance with this Section 8.3 of this Agreement notwithstanding such resignation, replacement, incapacity or removal of the Warrant Agent. (vii) The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to the provisions of this Agreement. (viii) In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (including under Section 14)software or hardware) services. (ix) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the 1940 Act or the rules thereunder or other applicable lawWarrant Agent, the Subadviser agrees that the Trust and the Investment Advisermay, in its sole discretion, refrain from taking any affiliated person thereofaction, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall be fully protected and shall not be liable forin any way to the Company or any Holder or other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or subject uncertainty to any damages, expenses, or losses in connection with, any act or omission connected with or arising out the satisfaction of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsWarrant Agent.

Liability. (a) Except as may otherwise be required by In the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out absence of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, its duties or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement, Subadviser shall not be liable to Client or The Vantagepoint Funds for honest mistakes of judgment or for action or inaction taken in good faith for a purpose that Subadviser reasonably believes to be in the best interests of the Fund. Notwithstanding the foregoingHowever, nothing contained in neither this provision nor any other provision of this Agreement shall constitute a waiver or limitation of any rights that the Trust which Client or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser The Vantagepoint Funds may have under federal or state securities laws. (b) Client shall indemnify and hold harmless Subadviser against any loss, liability, damages, costs or expenses incurred by Subadviser to the extent caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Client in the performance of its duties hereunder; (ii) Client’s violation of applicable law; or (iii) Client’s breach of any term or provision in this Agreement. (c) Subadviser shall indemnify and hold harmless Client against any loss, liability, damages, costs or expenses incurred by Client to the extent caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Subadviser in the performance of its duties hereunder; (ii) Subadviser’s violation of applicable law; or (iii) Subadviser’s breach of any term or provision in this Agreement. (d) Subadviser shall indemnify and hold harmless The Vantagepoint Funds against any loss, liability, damages, costs or expenses incurred by The Vantagepoint Funds to the extent caused by: (i) the gross negligence, willful misfeasance, bad faith or fraud of Subadviser in the performance of its duties hereunder; (ii) Subadviser’s violation of applicable law; or (iii) Subadviser’s breach of any term or provision in this Agreement.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub- Adviser, and controlling persons thereof (each persona "Sub- Adviser Controlling Person," and collectively, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, "Sub-Adviser Controlling Persons") shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the Subadviser’s Sub- Adviser's duties, or any material breach by reason the Sub- Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the "Sub-Adviser Standard of Care"). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Trust to take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion of the assets of the Fund managed by the Sub-Adviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Fund not managed by the Sub- Adviser (if any), and all representations and covenants of the Sub-Adviser in this Agreement shall constitute a waiver or limitation be deemed to apply only to the portion of rights the assets of the Fund managed by the Sub-Adviser. b. The Sub-Adviser agrees that neither the Trust nor the Fund shall bear any responsibility or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required provided by the provisions Investment Company Act of this Agreement (including under Section 14)1940 or federal securities laws, the 1940 Act or the rules thereunder or other applicable lawneither Sub-Investment Manager nor any of its officers, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable fordirectors, or employees shall be subject to any damagesliability to Investment Manager, expensesthe Fund, or losses in connection with, any shareholder of the Fund for any error of judgment or any loss arising out of any investment or other act or omission in the course of, connected with with, or arising out of any services service to be rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, its duties or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding Investment Manager and the foregoingFund shall hold harmless and indemnify Sub-Investment Manager for any loss, nothing contained liability, cost, damage, or expense (including reasonable attorneys fees and costs) arising from any claim or demand by any past or present shareholder of the Fund, in their capacity as shareholder, the is not based upon or does not arise from the investment advice and/or other services provided by Sub-Investment Manager pursuant to this Agreement shall constitute a waiver Agreement. Investment Manager acknowledges and agrees that Sub-Investment Manager makes no representation or limitation warranty, express or implied, that any level of rights performance or investment results will be achieved by the Fund or that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection Fund will perform comparably with any act standard or omission arising out index, including other clients of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementSub-Investment Manager, whether public or private. (b) Except Notwithstanding anything to the contrary in sub-Paragraph (a) just above, Sub-Investment Manager agrees to indemnify the Fund, Investment Manager, the Separate Account and the Lincoln National Life Insurance Company (the "Lincoln Entities") for, and hold them harmless against, any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Sub-Investment Manager) or litigation (including legal and other expenses) to which the Lincoln Entities, or any of them, may become subject under any statute, at common law or otherwise, insofar as may otherwise be required those losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements arise as a result of any failure by the provisions Sub-Investment Manager, whether unintentional or in good faith or otherwise, to adequately diversify the investment program of this Agreement the Fund, pursuant to the requirements of Section 817(h) of the Code, and the regulations issued thereunder (including under Section 14including, but not by way of limitation, Reg. Sec. 1.817-5, March 2, 1989, 54 F.R. 8730), relating to the 1940 Act or the rules thereunder or other applicable lawdiversification requirements for variable annuity, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereofendowment, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawslife insurance contracts.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser Trust may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by Vendor is solely responsible for protection and security of its equipment, supplies, goods or other property. Vendor hereby releases, holds harmless and agrees to indemnify IRCC, its officers, directors, representatives, employees and agents from any loss of damage whatsoever to vendor property. b) Vendor, including all its owners, agents, employees, employers or assigns, hereby acknowledges that it is an independent contractor in the provisions provision of services under this Agreement (including under Section 14)and therefore shall be solely and exclusively responsible for any and all risks, the 1940 Act or the rules thereunder or other applicable lawclaims, the Trust and the Investment Adviser agree that the Subadviserlosses, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable fordamages, or subject to any damages, expenses, causes of action whatsoever arising from Vendor’s participation or losses in connection with, any act or omission connected with or arising out of any services rendered activities under this Agreement. c) Vendor, except by reason including all of the Subadviser’s willful misfeasanceits owners, bad faithagents, employees, employers or assigns, hereby releases and waives any and all claims for personal injury, product liability, theft, breakage, or gross negligence in the performance of the Subadviserany other damage, against IRCC, Broward County Convention Center and Broward County, its owners, agents, employees, employers or assigns, from or otherwise arising from Vendor’s duties, participation or by reason of reckless disregard of the Subadviser’s obligations and duties activities under this Agreement. Notwithstanding the foregoing. d) Neither IRCC, nothing contained in this Agreement shall constitute a waiver Broward County Convention Center or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser Broward County shall be liable for any damagesloss or damage to the property of Vendor or any of its representatives, expensesemployees, agents, patrons and guests, because of fire, robbery, accidents or losses in connection with any act other cause whatsoever that may arise from Vendor’s use or omission arising out occupancy or its allocated space during the event. e) Vendor agrees to indemnify and hold harmless owners, agents, employees, employers or assigns of IRCC, Broward County Convention Center and Broward County against all claims of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementperson whomsoever, from acts of omissions of Vendor, its owners, agents, employees, employers or assigns and guests. (bf) Except as may otherwise Vendor shall be required by prepared to continue vending from the provisions allocated space in the event of this Agreement (including under Section 14)rain. If weather becomes too inclement to operate vending booths, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each personIRCC will be responsible for making final determination of outdoor operations, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, . g) IRCC shall not be liable forfor failure to perform its obligations under this contract as a result of strikes, riots, acts of God, terrorism, or subject any other cause beyond its control. h) Vendors assume full responsibility and liability for the actions of their agents, employees of independent contractors, whether acting within or without the scope of their authority and agree to hold harmless IRCC and the Broward County Convention Center from responsibility for liability resulting directly, or indirectly, or jointly, from other causes which arise because of the actions or omissions of its agents, employees, or independent contractors, whether within or without the scope of authority. There is not any other agreement or warranty between the Vendor and IRCC except as set forth in this document. i) The rights of IRCC under this contract shall not be deemed waived, except as specifically stated in writing and signed by an authorized officer of IRCC. The vendor agrees by the signed application and contract to indemnify IRCC against all liability resulting from negligence of the vendor, his/ her agents, or employees, and shall reimburse the IRCC for any loss or expense incurred by the IRCC for reasons of such negligence. j) In case the grounds are damaged or destroyed by fire, elements, or any other cause, or if circumstances shall make it impossible for IRCC to permit a Vendor or Vendors to occupy the space assigned during any part or the whole of the period covered, then during such circumstances, IRCC will not be liable for the fulfilment of this contract as to the delivery of space and the Vendor shall be reimbursed a proportionate share of the space rental. k) When any exhibit is discontinued for reasons of the violation of any of the aforementioned rules and regulations, the Vendor shall not be entitled to a refund of any monies paid to Festival of Lights. IRCC shall not be responsible for any expenditures attendant to such termination. l) IRCC expressly disclaims any obligation or representation related to the number of persons to be attending the Festival, or the revenue to be derived there from. m) Vendor will assume all costs arising from the use of patented, trademarked, franchised or copyrighted music, materials, devices, processes or dramatic rights used on or incorporated in the event by them. Vendor agrees to indemnify, defend and hold IRCC and Broward County Convention Center harmless from any claims or costs, including legal fees, which might arise from use of any such material. IRCC name, the festival name and logos are protected trademark service marks and may not be used without the express written consent of IRCC. n) IRCC, at its discretion, may accept delivery of property addressed to Vendor only as a service to Vendor, and Vendor will indemnify and hold harmless IRCC for any loss or damage to any damagespersonality in the receipt, expenseshandling, care or custody of said personality at any time. Vendor further indemnifies IRCC from any claims or costs related to claims from any third party for loss or damage to said personality in the event premises. IRCC will not accept COD or any similar delivery. o) The entry and presence on the event premises by the vendor and/or the vendor’s staff constitutes the vendor’s consent to be photographed, filmed, and/or otherwise recorded and to the release, publication, exhibition, or losses reproduction of any and all recorded media of their appearance, booth, voice, and/or name for any purpose whatsoever in perpetuity in connection withwith IRCC and its initiatives, any act or omission connected with or arising out including, by way of any services rendered under this Agreementexample only, except by reason of the Trust’s or Investment Adviser’s willful misfeasanceuse on websites, bad faithin social media, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations news and duties under this Agreement. Notwithstanding the foregoing, nothing contained advertising. p) Any and all matters not expressly provided for in this Agreement shall constitute a waiver document or limitation on the IRCC website will be at the sole discretion of rights that the Subadviser may have under federal or state securities lawsIRCC.

Liability. The Purchaser acknowledges to and agrees with the Seller that: (a) Except as may otherwise be required by the provisions no breach of this Agreement (including under Section 14)any of, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, nor any act or omission connected with or arising out in respect of, the provisions of Clause 7.1 (Representations and Warranties in Schedule 1) and the representations and warranties in Schedule 1 (Representations and Warranties) shall give rise to any services rendered under this Agreement, except by reason claim for damages on the part of the Subadviser’s willful misfeasance, bad faith, or gross negligence in Purchaser against the performance Seller and the sole remedy of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained Purchaser in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser respect thereof shall be liable to take such action under Clause 7.4 (Remedy for any damagesMaterial Breach) as may be available to it and that no breach of, expenses, or losses in connection with nor any act or omission arising out of in respect of, any services rendered by third parties warranty or representation other than those representations and warranties contained in Schedule 1 (Representations and Warranties) shall entitle the Purchaser to require the Seller to repurchase the Loan sold pursuant to this Agreement and the Seller’s interest in the Related Security with respect to the Loans in accordance with Clause 7.4 (Remedy for Material Breach) or otherwise, provided that Subadviser hires this sub-Clause 10(a) shall not in connection any way whatsoever limit the remedies available to the Purchaser (or the exercise thereof) if the Seller, having become bound to repurchase the Loan sold pursuant to this Agreement and the corresponding interest in the Related Security in accordance with fulfilling Subadviser’s obligations under this Agreement.Clause 7.4 (Remedy for Material Breach), fails to do so; and (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)subject and without prejudice to sub-Clause 10(a) above, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, Seller shall not be liable forhave any liability or responsibility (whether in any case, contractual or tortuous, express or implied) for any loss or damage for or in respect of any breach of, or subject to any damages, expenses, or losses in connection with, any act or omission connected in respect of, any Obligor’s obligations under the Loan and/or the Seller’s interest in the Related Security with respect to the Loan or arising out the Seller’s obligations hereunder other than loss or damage directly (and not indirectly or consequentially) suffered by the Purchaser or the assets of any services rendered under this Agreement, except the Purchaser by reason of the Trust’s such breach, act or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsomission.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement, but only to the same extent the Subadviser itself would be liable under this Agreement if it had itself performed the services for which it hired the third parties. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws. (c) The Subadviser does not guarantee the future performance of the Segment of the Fund or any specific level of performance or the success of any investment decision or strategy that the Subadviser may employ. The Investment Adviser and the Trust understand that investment decisions made for the Segment are subject to various market, currency, economic, political or business risks, and that those investment decisions will not always be profitable. (d) In no event will the Subadviser have any responsibility for any other fund of the Trust, for any portion of the Fund not managed by the Subadviser or for the acts or omissions of any other subadviser to the Trust or the Fund. In particular, in the event the Subadviser shall manage only a segment of the Fund, the Subadviser shall have no responsibility for the Fund being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment of the Fund are such that the Segment of the Fund would not be in violation or would not fail to so qualify if the Segment of the Fund were deemed a separate series of the Trust or a separate regulated investment company under the Code, unless such violation was due to Subadviser’s act or omission in complying with written guidelines adopted by the Board or the Investment Adviser and provided in writing to the Subadviser, including the Trust Procedures. (e) Notwithstanding anything in this Agreement to the contrary, to the extent permitted by law each party waives all rights to claim punitive or consequential damages. Federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that Trust or the Investment Adviser may have under any such laws.

Liability. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the 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 other person with respect to the Fund. Neither the Sub-Advisor nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, the 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 (including under Section 14)shall be deemed to protect the Sub-Advisor against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFund, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Advisor, its directors, officers, employees, affiliates, agents and controlling persons (each and “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Fund, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 13 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Fund or the rules thereunder or other applicable lawits shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by Notwithstanding anything in this Guaranty to the provisions contrary, Lender shall look for satisfaction of the obligations of a Guarantor under this Guaranty only to the following real and personal property of such Guarantor (the “Available Assets”): (1) the legal and beneficial interests of such Guarantor in any entity that is, at the time of enforcement of this Agreement Guaranty, (i) engaged in the business of holding, constructing, developing or providing property management or overhead services for real estate designed for residential use in the United States and (ii) affiliated in any way with ▇▇▇▇▇▇▇▇ ▇▇▇▇ Residential Company, or any subsidiary thereof or any successor or assign of all or substantially all of the assets thereof; and (2) any receivables due the Guarantors from any entity described in the foregoing item (1). Except for the Available Assets, Lender shall not look to a Guarantor’s tangible or intangible real and personal property (including under Section 14)cash, the 1940 Act cash equivalents, securities, partnership interests, receivable or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out similar intangible personal property) for satisfaction of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling SubadviserGuarantor’s obligations under this AgreementGuaranty. Subject to Section 21(b), Lender may not look to the tangible or intangible proceeds of any assets of a Guarantor, including proceeds of the Available Assets, except as specifically provided in paragraph (2) above. (b) Except as may otherwise be required by Notwithstanding the provisions of this Agreement (including under limitations in Section 1421(a), Lender may look to proceeds of Available Assets realized by a Guarantor (i) after the 1940 Act Aggregate Collateral Value, as reported in the annual Collateral Value Statements prepared for the Guarantors, is less than $80,000,000 or (ii) as a result of a transaction that causes the rules thereunder or other applicable lawAggregate Collateral Value to be less than $80,000,000. As used in this paragraph, the Subadviser agrees term “Aggregate Collateral Value” means the aggregate value of the Available Assets as calculated on the basis provided in the notes to the Collateral Value Statements of the Guarantors dated as of June 30, 2008, with the exception that the Trust and capitalization rate employed in establishing property values may be reduced to a rate not lower than 6.5% at the Investment Adviseroption of Guarantor. However, notwithstanding this Section 21(b), in no event will Lender be entitled to satisfy any affiliated person thereof, and each person, if any, who, within the meaning obligation of Section 15 a Guarantor from any of the 1933 Actfollowing assets (collectively, controls “Excluded Assets”): (i) the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason personal residences of the TrustGuarantor, (ii) the Guarantor’s or Investment Advisernonbusiness real estate, including rural, vacation and resort property, up to $1,000,000 in value, (iii) the Guarantor’s willful misfeasancepersonal automobiles and other tangible personal property, bad faithincluding household goods, or gross negligence clothing, silverware, gems, jewelry and works of art, not to exceed $1,500,000 in values, (iv) the performance interests listed in Section 21(c) and (v) proceeds of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsExcluded Assets.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub- Adviser, and controlling persons thereof (each persona "Sub- Adviser Controlling Person," and collectively, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, "Sub-Adviser Controlling Persons") shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the Subadviser’s Sub- Adviser's duties, or any material breach by reason the Sub- Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the "Sub-Adviser Standard of Care"). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Portfolio to take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion of the assets of the Portfolio managed by the Sub-Adviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Portfolio not managed by the Sub- Adviser (if any), and all representations and covenants of the Sub-Adviser in this Agreement shall constitute a waiver be deemed to apply only to the portion of the assets of the Portfolio managed by the Sub- Adviser. b. The Sub-Adviser agrees that neither the Portfolio nor the Fund shall bear any responsibility or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required It is expressly understood and agreed by the provisions Parties that this Agreement is executed and delivered by each Notes Trustee not individually or personally but solely in its capacity as trustee in the exercise of the powers and authority conferred and vested in it under the relevant Notes Finance Documents for and on behalf of the Noteholders only for which the Notes Trustee acts as trustee and it shall have no liability for acting for itself or in any capacity other than as trustee and nothing in this Agreement shall impose on it any obligation to pay any amount out of its personal assets. Notwithstanding any other provision of this Agreement, its obligations hereunder (if any) to make any payment of any amount or to hold any amount on trust shall be only to make payment of such amount to or hold any such amount on trust to the extent that (i) it has actual knowledge that such obligation has arisen and (ii) it has received and, on the date on which it acquires such actual knowledge, has not distributed to the Noteholders for which it acts as trustee in accordance with the relevant Notes Indenture (in relation to which it is trustee) any such amount. (b) It is further understood and agreed by the Parties that in no case shall any Notes Trustee be (i) personally responsible or accountable in damages or otherwise to any other party for any loss, damage or claim incurred by reason of any act or omission performed or omitted by that Notes Trustee in good faith in accordance with this Agreement (including under Section 14), or any of the 1940 Act Notes Finance Documents in a manner that such Notes Trustee believed to be within the scope of the authority conferred on it by this Agreement or any of the rules thereunder Notes Finance Documents or other applicable by law, the Trust and the Investment Adviser agree that the Subadviser, or (ii) personally liable for or on account of any affiliated person of the Subadviserstatements, and each personrepresentations, warranties, covenants or obligations stated to be those of any other Party, all such liability, if any, whobeing expressly waived by the Parties and any person claiming by, within through or under such Party; provided however, that each Notes Trustee shall be personally liable under this Agreement for its own gross negligence or wilful misconduct. It is also acknowledged and agreed that no Notes Trustee shall have any responsibility for the meaning actions of Section 15 any individual Creditor or Noteholder (save in respect of its own actions). (c) The Parties acknowledge and agree that the 1933 Act, controls the Subadviser, Notes Trustee shall not be liable forcharged with knowledge or existence of facts that would impose an obligation on it hereunder to make any payment or prohibit it from making any payment unless, or subject not less than two Business Days prior to any damagesthe date of such payment, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason a Responsible Officer of the Subadviser’s willful misfeasance, bad faith, Notes Trustee receives written notice satisfactory to it that such payments are required or gross negligence in the performance of the Subadviser’s duties, or prohibited by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bd) Except as may otherwise be required by the provisions Notwithstanding anything contained herein, no provision of this Agreement (including under Section 14), shall alter or otherwise affect the 1940 Act rights and obligations of the Notes Issuer or any Debtor to make payments in respect of Notes Trustee Amounts as and when the same are due and payable pursuant to the applicable Notes Finance Documents or the rules thereunder or other applicable law, receipt and retention by the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 Notes Trustee of the 1933 Act, controls same or the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out taking of any services rendered step or action by the Notes Trustee in respect of its rights under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in Notes Finance Documents to the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawssame.

Liability. (a) Except as may otherwise [The statutory warranty provisions shall apply. /Warranty shall be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses excluded unless it is expressly promised in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason .] The Contractor [represents/ guarantees to the best of its knowledge and ability] that it holds the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties relevant rights and/or authorisations required under this Agreement. Notwithstanding This means, in particular, that no Proprietary Rights of Third Parties will be directly or indirectly infringed upon by the foregoingWork and/or its agreed exploitation, nothing contained i.e. that either no such rights exist or that such rights have been granted comprehensively by the Third Parties to the Contractor and by the latter to the Customer. [If Third Parties assert claims for infringement of rights due to a violation of statutory provisions or this Agreement, the Contractor shall indemnify the Customer in this regard upon first demand irrespective of fault.] The Parties shall notify each other of any infringement of a Proprietary Right in connection with the Work of which they obtain knowledge and/or which is presumed and/or alleged. [The Contractor shall warn the Customer if the Contractor realises that the Work (as a whole or by parts of it) and/or its agreed exploitation might infringe third-party Proprietary Rights.] Either Party undertakes to immediately inform the other Party comprehensively In Writing if it is held liable for infringement of Proprietary Rights in connection with the Work. In that case the Party held liable will coordinate any further steps with the other Party. The other Party may join, or intervene in, the relevant proceedings if permitted by law. [In any case, the Contractor shall coordinate all procedural steps with the Customer and follow the instructions given by the Customer; the Customer shall indemnify the Contractor against any consequences of such instructions.] Conclusion of settlements and refraining from continuing such proceedings shall require the other Party's consent insofar as there may be legal consequences for the other Party. Should rights of Third Parties have actually been infringed in connection with the Work or its agreed exploitation, the following shall apply: the Contractor shall, [where reasonable and technically feasible], create, deliver and grant rights in conformity with the Agreement to a "New Work" [at its own cost/ for a reasonable fee if it is not at fault,] which is comparable to the Work in terms of exploitation but free of any rights of Third Parties, [and fully indemnify and hold harmless the Customer irrespective of fault]. With respect to the New Works the requirements of this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities lawsapply mutatis mutandis. In addition, Subadviser The Contractor shall be liable in accordance with the statutory provisions on damages for harm to life, limb or health, and in accordance with any damagesmandatory liability laws that may be applicable, expensessuch as the Austrian Product Liability Act [Produkthaftungs-gesetz/PHG], or losses in connection with any act explicit representations, warranties or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereofguarantees, and each personin the case of malice and/or wilful intent and/or blatantly gross negligence. For the rest, if any, who, within liability on the meaning of Section 15 part of the 1933 ActContractor shall be excluded, controls [with the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out Contractor bearing the burden of any services rendered under this Agreement, except by reason proving the degree of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsfault].

Liability. (a) Except It is understood and expressly stipulated that neither the --------- shareholders of the Funds which are series of the Trust nor the members of the Board of the Trust shall be personally liable hereunder. The obligations of the Trust are not personally binding upon, nor shall resort be had to the private property of, any of the members of the Board of the Trust, nor of the shareholders, officers, employees or agents of the Trust, but only the Trust's property shall be bound. A copy of the Declaration of Trust and of each amendment thereto has been filed by the Trust with the Secretary of State of The Commonwealth of Massachusetts and with the Clerk of the City of Boston, as well as any other governmental office where such filing may otherwise from time to time be required by required. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement (including under Section 14)or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, the 1940 Act or the rules thereunder or other applicable laweach of which shall be deemed an original, the Trust but all of which taken together shall constitute one and the Investment Adviser agree that same instrument. LFS shall keep confidential all records and information provided to LFS by the SubadviserTrust, any affiliated person and prior, present or prospective shareholders of the SubadviserFund, and each person, if any, who, within except to the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under extent disclosures are required by this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesFund's registration statement, or by reason a reasonable request or a valid subpoena or warrant issued by a court, state or federal agency or other governmental authority. Neither LFS nor the Trust may use each other's name in any written material without written consent of reckless disregard such other party, provided, however, that such consent shall not unreasonably be withheld. LFS and the Trust hereby consent to all uses of the Subadviser’s obligations their respective names which refer in accurate terms to appointment and duties under this AgreementAgreement or which are required by any governmental or regulatory authority including required filings. Notwithstanding The Trust, the foregoing, nothing contained in Fund and Liberty WAM consent to use of their respective names and logos by LFS for shareholder correspondence and statements. This Agreement shall be binding upon and shall inure to the benefit of the Trust and LFS and their respective successors and assigns. Neither the Trust nor LFS shall assign this Agreement shall constitute a waiver nor its rights and obligations under this Agreement without the express written consent of the other party. This Agreement may be amended only in writing by mutual agreement of the parties. Any notice and other instrument in writing authorized or limitation of rights that required by this Agreement be given to the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser LFS shall be liable for any damages, expenses, sufficiently given if addressed to that party and mailed or losses delivered to it at its office set forth below or at such other place as it may from time to time designate in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the writing. The Trust and the Investment AdviserFunds: ▇▇▇▇▇▇ Advisors Trust ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, any affiliated person thereof▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, and each person▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Secretary LFS: Liberty Funds Service, if anyInc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, who▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇; with a separate copy to Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsEsq.

Liability. (a) Wellington Management shall discharge its duties under this Agreement with the care, skill. prudence and diligence under the circumstances then prevailing that a prudent investment professional acting in a similar capacity and familiar with such matters would use. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), ) the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementAgreement to the same extent that Subadviser would be liable for such damages, expenses or losses if the Subadviser had performed such act or omission directly. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), ) the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)Exhibitor hereby assumes entire responsibility and hereby agrees to protect, the 1940 Act or the rules thereunder or other applicable lawdefend, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviserindemnify, and hold the Venue; its operator; Potato Expo; National Potato Council and each personof their respective parents, if anysubsidiaries, whoaffiliates, within the meaning of Section 15 of the 1933 Actemployees, controls the Subadviserofficers, shall not be liable fordirectors, representatives, members, and agents harmless against all claims, losses, damages to persons or property, governmental charges, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or fines and attorneys’ fees arising out of any services rendered under this Agreementor caused by Exhibitor’s installation, except by reason removal, maintenance, occupancy, or use of the Subadviserexhibition premises or part thereof, including failure to operate in accordance with Potato Expo rules and the terms of this agreement, excluding any such liability caused by the sole gross negligence of the Venue and its employees and agents. Exhibitor acknowledges that neither the Venue, its owners, its operator, the National Potato Council, nor Potato Expo maintain insurance covering Exhibitor’s willful misfeasanceproperty and that it is the sole responsibility of Exhibitor to obtain business interruption and property damage insurance insuring any losses by Exhibitor. In holding the Potato Expo, bad faiththe Potato Expo does not act as agent of Exhibitor, the Venue, Service Contractor, or gross negligence in any other party. Neither Exhibitor nor the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser Potato Expo shall be liable to the other for failure to perform its obligations under these rules and regulations if performance of either party’s obligations is prevented or substantially impaired by acts of God; acts, regulations or orders of government authority; fire; flood; epidemic; explosions; war; disorder; transportation impairment; civil disaster; utilities failure; or other emergencies, including labor strikes or similar labor action, any damagesof which make it illegal, expensesimpractical, or losses in connection with any act impossible to provide the Venue facilities or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required for the Potato Expo by the provisions of this Agreement (including under Section 14), the 1940 Act Venue or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable forPotato Expo, or subject which would prevent or make it impractical for the majority of registered attendees from traveling to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except the Potato Expo by reason of air on the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsdates specified.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement to the same extent that Subadviser would be liable for such damages, expenses or losses under this Section 14 and Section 15 if the Subadviser had performed such act or omission directly. In no event will the Subadviser or its affiliates have any responsibility for (i) any other fund of the Trust, for any portion of the Funds not managed by the Subadviser, or for the acts or omissions of any other sub-investment adviser not appointed by the Subadviser to the Trust or Funds; (ii) any consequential and indirect damages or any loss incurred by reason of any act or omission of any broker or dealer or other trading facility with respect to the Funds; provided, however, that Subadviser will be responsible for the acts and omissions of a broker or dealer or other trading facility selected by Subadviser if Subadviser’s selection or supervision of such broker or dealer or other trading facility constitutes willful misfeasance, bad faith, or gross negligence in the performance of Subadviser’s duties or reckless disregard of Subadviser’s obligations and duties under this Agreement. In addition, in no event will the Subadviser or its affiliates have any responsibility for any loss resulting from anything done or omitted to be done in good faith reliance on any written instructions from Investment Adviser or any authorized representative thereof, and Investment Adviser agrees to indemnify Subadviser and hold it harmless from any losses or liabilities incurred as a result of Subadviser acting in good faith on the basis of such instructions. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 1415), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (ai) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, The Warrant Agent shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, for or by reason of reckless disregard any of the Subadviser’s obligations and duties under statements of fact or recitals contained in this Agreement, the Warrant Statements or in the Warrant Certificates (except, in each case, its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. Notwithstanding The Warrant Agent shall not be under any responsibility in respect of the foregoingvalidity or sufficiency of this Agreement or the execution and delivery hereof or in respect of the validity or execution of any Warrant Certificate (except, nothing in each case, its countersignature thereof); nor shall the Warrant Agent be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate to be complied with by the Company; nor shall constitute the Warrant Agent be responsible for the making of any adjustment in the Exercise Price or the number and/or kind of shares issuable upon the exercise of a waiver Warrants required under the provisions of Article V or limitation be responsible for the manner, method or amount of rights any such change or the ascertaining of the existence of facts that would require any such change; nor shall the Trust Warrant Agent by any act hereunder be deemed to make any representation or Investment Adviser warranty as to the authorization or reservation of any Warrant Exercise Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Warrant Exercise Shares will, when issued, be validly issued and fully paid and non-assessable. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrant Certificate authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants. (ii) The Warrant Agent shall have no liability under, and no duty to inquire as to, the provisions of any agreement, instrument or document other than this Agreement, including any Warrant Certificate. (iii) The Warrant Agent may rely on and shall incur no liability or responsibility to the Company, any Holder, or any other Person for any action taken, suffered or omitted to be taken by it upon any notice, instruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or other paper, document or instrument furnished to the Warrant Agent hereunder and believed by it to be genuine and to have under federal been signed, sent or state securities lawspresented by the proper party or parties. In addition, Subadviser The Warrant Agent shall be liable for under no duty to inquire into or investigate the validity, accuracy or content of any damagessuch notice, expensesinstruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or losses other paper, document or instrument. The Warrant Agent shall not take any instructions or directions except those given in connection accordance with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (biv) Except The Warrant Agent shall act hereunder solely as may otherwise agent for the Company and in a ministerial capacity and does not assume any obligation or relationship of agency or trust with any of the Holders, and its duties shall be required determined solely by the provisions hereof. The Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken in connection with this Agreement except to the extent that a court of competent jurisdiction determines that its own gross negligence, willful misconduct or bad faith (as each is determined by a final, nonappealable judgment) was the primary cause of any loss. (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable for any special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage. Notwithstanding anything contained in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement shall be limited in the aggregate to an amount equal to the annual fees paid by the Company to the Warrant Agent hereunder. (vi) All rights and obligations contained in this Section 8.3 shall survive the termination of this Agreement and the resignation, replacement, incapacity or removal of the Warrant Agent. All fees and expenses incurred by the Warrant Agent prior to the resignation, replacement, incapacity or removal of the Warrant Agent shall be paid by the Company in accordance with this Section 8.3 of this Agreement notwithstanding such resignation, replacement, incapacity or removal of the Warrant Agent. (vii) The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to the provisions of this Agreement. (viii) In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (including under Section 14)software or hardware) services. (ix) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the 1940 Act or the rules thereunder or other applicable lawWarrant Agent, the Subadviser agrees that the Trust and the Investment Advisermay, in its sole discretion, refrain from taking any affiliated person thereofaction, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall be fully protected and shall not be liable forin any way to the Company or any Holder or other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or subject uncertainty to any damages, expenses, or losses in connection with, any act or omission connected with or arising out the satisfaction of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsWarrant Agent.

Liability. (a) Except as may otherwise be required by the provisions Notwithstanding any other term or provision of this Agreement (including under Section 14)Sublease, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser neither Sublandlord nor Subtenant shall be liable to the other for any damageslost revenues, expenseslost profit or other consequential, special or losses punitive damages arising in connection with this Sublease. Except as otherwise expressly set forth herein, Sublandlord has not made any act representation or omission arising out warranty regarding the condition of the Subleased Premises or suitability of the Subleased Premises for Subtenant’s intended uses. Notwithstanding any other term or provision of this Sublease, no personal liability shall at any time be asserted or enforceable against Sublandlord’s or Subtenant’s stockholders, directors, officers, or partners on account of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviserof Sublandlord’s or Subtenant’s obligations or actions under this Agreement. Sublease. As used in this Sublease, the term “Sublandlord” means the holder of the tenant’s interest under the Master Lease and “Sublandlord” means the holder of sublandlord’s interest under this Sublease. In the event of any assignment or transfer of the Sublandlord’s interest under this Sublease, which assignment or transfer may occur at any time during the Term in Sublandlord’s sole discretion (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14provided that Sublandlord’s assignee or transferee assumes all such obligations in a writing delivered to Subtenant), Sublandlord shall be and hereby is entirely relieved of all covenants and obligations of Sublandlord hereunder accruing subsequent to the 1940 Act or date of the rules thereunder or other applicable lawtransfer. Subject to Subtenant’s receipt of the foregoing assumption agreement, Sublandlord may transfer and deliver any then existing Security L-C, the Subadviser agrees that Security L-C Security Deposit and/or any cash security deposit to the Trust and the Investment Adviser, any affiliated person thereoftransferee of Sublandlord’s interest under this Sublease, and each personthereupon Sublandlord shall be discharged from any further liability with respect thereto, if any, who, within and Subtenant shall look solely to such transferee for the meaning of Section 15 return of the 1933 ActSecurity L-C, controls the Trust or Investment Adviser, shall not be liable for, or subject to Security L-C Security Deposit and/or any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawscash security deposit.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. The Fund and the Investment Adviser acknowledge and agree that the Subadviser makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the Funds or that the Funds will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as In the absence of willful misfeasance, bad faith, negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Adviser, to the Portfolios or the Funds or to any shareholder of the Portfolios or the Funds for any act or omission in the course of or in connection with rendering services hereunder or for any losses that may otherwise be required sustained in the purchase, holding or sale of any security by the provisions of this Agreement Portfolios or the Funds. (including under Section 14)b) The Sub-Adviser agrees to indemnify and hold harmless, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the SubadviserAdviser, any affiliated person within the meaning of Section 2(a)(3) of the Subadviser1940 Act ("affiliated person") of the Adviser, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person") the Adviser (collectively, "Adviser Indemnified Persons") against any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) to which an Adviser Indemnified Person may become subject under the 1933 Act, controls the Subadviser1940 Act, shall not be liable for, or subject to any damages, expenses, or losses in connection withthe Advisers Act, any act other statute, at common law or omission connected with or otherwise, arising out of the Sub-Adviser's responsibilities to the Fund which (i) may be based upon any services rendered under this Agreementnegligence or willful misconduct by the Sub-Adviser, except any of its employees or representatives, or any affiliate of or any person acting on behalf of the Sub-Adviser (other than a Sub-Adviser Indemnified Person), or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement covering the shares of the Trust or the Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Adviser, the Trust, or any affiliated person of the Adviser or Trust by the Sub-Adviser or any affiliated person of the Sub-Adviser (other than a Sub-Adviser Indemnified Person); provided, however, that in no case is the Sub-Adviser's indemnity in favor of Adviser Indemnified Persons deemed to protect such persons against any liability to which any such person would otherwise be subject by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, his or her duties or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bc) Except as may otherwise be required by The Adviser agrees to indemnify and hold harmless the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Sub-Adviser, any affiliated person thereofof the Sub-Adviser and any controlling person of the Sub- Adviser (collectively, "Sub-Adviser Indemnified Persons") against any and each personall losses, if anyclaims, whodamages, within the meaning of Section 15 of liabilities or litigation (including legal and other expenses) to which a Sub-Adviser Indemnified Person may become subject under the 1933 Act, controls the 1940 Act, the Advisers Act, any other statute, at common law or otherwise, arising out of the Adviser's responsibilities as adviser of the Fund which (i) may be based upon any negligence or willful misconduct by the Adviser, any of its employees or representatives or any affiliate of or person acting on behalf of the Adviser (other than an Adviser Indemnified Person) or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement covering shares of the Trust or Investment the Fund, or any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to the Sub-Adviser, shall not the Trust or any affiliated person of the Sub-Adviser or Trust by an Adviser or any affiliated person of the Adviser (other than an Adviser Indemnified Person); provided, however, that in no case is the Adviser's indemnity in favor of Sub- Adviser Indemnified Persons deemed to protect such persons against any liability to which any such person would otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, his or her duties or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. . (d) Notwithstanding the foregoing, nothing contained the Sub-Adviser agrees to reimburse the Portfolios and the Funds for any and all costs, expenses, and counsel and Trustees' fees reasonably incurred by the Portfolios and the Funds in connection with (i) preparation, printing and distribution of proxy statements; (ii) amendments to their Registration Statement; (iii) the holding of meetings of shareholders or Trustees; (iv) the conduct of factual investigations; or (v) any legal or administrative proceedings (including any applications for exemptions or determinations by the SEC) as a result of action or inaction on the part of the Sub-Adviser; and where the action or inaction necessitating such expenditures is (A) directly or indirectly related to any transactions or proposed transaction in the shares or control of the Sub-Adviser or its affiliates (or litigation related to any transactions or proposed transaction involving such shares or control) which shall have been undertaken without the prior express approval of the Trustees, or (B) within the sole control of the Sub-Adviser or any of its affiliates or any of their respective officers, directors, employees or shareholders. So long as this Agreement remains in effect, the Sub-Adviser shall pay to the Portfolios and the Funds the amount due for expenses subject to this Subparagraph 17(b) within thirty (30) days after a ▇▇▇▇ or statement has been received by the Portfolios and the Funds therefor. This provision shall not be deemed to be a waiver of any claim which the Portfolios and the Funds may have or may assert against the Sub-Adviser or others for costs, expenses, or damages heretofore incurred by the Trust or for costs, expenses, or damages the Portfolios or the Funds may hereafter incur which are not reimbursable to it hereunder. (e) No provision of this Agreement shall constitute a waiver be construed to protect any Trustee or limitation officer of rights any Portfolio or Fund, or any director or officer of the Adviser or Sub-Adviser from liability in violation of Sections 17(h) and (i) of the 1940 Act. (f) The Sub-Adviser understands that the Subadviser may have under federal obligations of this Agreement are not personally binding upon any shareholder, Trustee, officer, employee or state securities lawsagent of the Portfolios or Funds, but bind only the Trust's property. The Sub- Adviser represents that it has notice of the provisions of the Agreement and Declaration of Trust disclaiming shareholder, Trustee, officer, employee and agent liability for acts or obligations of the Trust.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub-Adviser, and controlling persons thereof (each persona “Sub- Adviser Controlling Person,” and collectively, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, “Sub-Adviser Controlling Persons”) shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the SubadviserSub-Adviser’s duties, or any material breach by reason the Sub-Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the “Sub-Adviser Standard of Care”). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement if the Sub-Adviser is instructed in writing by the Adviser or the Trust to take such action or non-action. The Adviser understands and acknowledges that the Sub-Adviser does not warrant that the portion of the assets of the Fund managed by the Sub-Adviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective. In no case shall the Sub-Adviser, its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Fund not managed by the Sub-Adviser (if any), and all representations and covenants of the Sub-Adviser in this Agreement shall constitute a waiver or limitation be deemed to apply only to the portion of rights the assets of the Fund managed by the Sub-Adviser. b. The Sub-Adviser agrees that neither the Trust nor the Fund shall bear any responsibility or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by 6.1 The Service Provider accepts only liability towards Client in respect of damages resulting from a failure directly attributable to the provisions Service Provider in the performance of its obligations under this Agreement (including under Section 14), the 1940 Act or the rules thereunder for gross negligence or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, willful misconduct. The Service Provider shall not be liable forfor any damage originating from any materials or information supplied by Client hereunder provided such materials and information are only used by Bioarkive for the performance of its obligations hereunder in its premises under suitable containment conditions. 6.2 In the event of improper, incorrect performance or subject performance not in accordance with applicable standards or applicable laws by the Service Provider of the work under the Services, Client shall have the right to demand the Service Provider to re-perform the work without any damagescharge to Client. 6.3 Except in instances of breaches of confidentiality, expensesgross negligence or willful misconduct, the liability of the Service Provider for any shortcomings in the execution of the Services will be limited to a maximum of the fees for the Services that Service Provider has received for the Services provided hereunder. 6.4 EXCEPT FOR THE WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICE PROVIDER MAKES ANY WARRANTY, EXPRESS OR IMPLIED, BY STATUTE OR IN WRITING, REGARDING THE SERVICES OR ANY PRODUCT RESULTING FROM THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTY REGARDING THEIR FITNESS FOR ANY PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY OR THEIR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. ANY OTHER REPRESENTATIONS OR WARRANTIES MADE BY ANY PERSON OR ENTITY, INCLUDING EMPLOYEES OR REPRESENTATIVES OF THE SERVICE PROVIDER, THAT ARE INCONSISTENT HEREWITH, SHALL BE DISREGARDED AND SHALL NOT BE BINDING ON THE SERVICE PROVIDER. 6.5 Except to the extent arising from Bioarkive's gross negligence or losses in connection withwillful misconduct, the Client shall indemnify and hold Bioarkive and its affiliated companies harmless from any act or omission connected with or third-party claims arising out of any services rendered under this Agreement, except by reason the use of the Subadviser’s willful misfeasanceClient Results. 6.6 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, bad faith, or gross negligence INCIDENTIAL OR CONSEQUENTIAL DAMAGES ARISING OUT ANY TERMS AND CONDITIONS OF THIS AGREEMENT OR WITH RESPECT TO ITS PERFORMANCE HEREUNDER EXCEPT TO THE EXTENT SUCH DAMAGES WERE CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PARTY. 6.7 Each Party will secure and maintain in full force and effect throughout the performance term of this Agreement adequate insurance coverage appropriate for the business of the Subadviser’s duties, or by reason type that is subject of reckless disregard of the Subadviser’s this Agreement and its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute If requested by a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)Party, the 1940 Act or other Party shall provide the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 first Party with photocopies of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out relevant certificates of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreementinsurance. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.BioArkive & Immuneering 6/11

Liability. (a) Except as may otherwise be required by A. Notwithstanding anything to the provisions contrary provided in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Agreement Lease by Lessor, that (including under Section 14)i) there shall be absolutely no personal liability on the part of Lessor, the 1940 Act its successors or the rules thereunder or other applicable law, the Trust assigns and the Investment Adviser agree that the Subadvisertrustees, members, partners, shareholders, officers, directors, employees and agents of Lessor and its successors or assigns, to Lessee with respect to any affiliated person of the Subadviserterms, covenants and conditions of this Lease, (ii) Lessee waives all claims, demands and causes of action against the trustees, members, partners, shareholders, officers, directors, employees and agents of Lessor and its successors or assigns in the event of any breach by Lessor of any of the terms, covenants and conditions of this Lease to be performed by Lessor, and (iii) Lessee shall look solely to the Properties for the satisfaction of each person, if any, who, within and every remedy of Lessee in the meaning event of Section 15 any breach by Lessor of any of the 1933 Actterms, controls the Subadviser, shall not covenants and conditions of this Lease to be liable forperformed by Lessor, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses other matter in connection with this Lease or the Properties, such exculpation of liability to be absolute and without any act or omission arising out exception whatsoever. B. Notwithstanding anything to the contrary provided in this Lease, it is specifically understood and agreed, such agreement being a primary consideration for the execution of this Lease by Lessee, that (i) there shall be absolutely no personal liability on the part of any services rendered by third parties that Subadviser hires in connection members, partners, shareholders, officers, directors and employees of Lessee to Lessor with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by respect to any of the provisions terms, covenants and conditions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereofLease, and each person(ii) Lessor waives all claims, if anydemands and causes of action against the members, whopartners, within shareholders, officers, directors and employees of Lessee in the meaning event of Section 15 any breach by Lessee of any of the 1933 Actterms, controls the Trust or Investment Advisercovenants and conditions of this Lease to be performed by Lessee, shall not such exculpation of liability to be liable for, or subject to absolute and without any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsexception whatsoever.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, Landlord shall not be liable forto Tenant or Tenant’s employees, agents, servants, guests, invitees or visitors, or subject to any damagesother person whomsoever, for any injury to person or damage to property on or about the Premises, resulting from and/or caused in part or whole by the negligence or misconduct of Tenant, its employees, agents, servants, guests, invitees or visitors, or of any other person entering upon the Premises, or caused by the building and improvements located on the Premises becoming out of repair, or caused by leakage of gas, oil, water or steam or by electricity emanating from the Premises, or due to any cause whatsoever, and Tenant hereby covenants and agrees that it will at all times indemnify and hold safe and harmless the property, the Landlord (including without limitation the trustee and beneficiaries if Landlord is a trust), Landlord’s employees, agents, servants, guests, invitees and visitors from any loss, liability, claims, suits, costs, expenses, or losses in connection withincluding without limitation attorney’s fees and damages, any act or omission connected with or both real and alleged, arising out of any services rendered such damage or injury; except injury to persons or damage to property the sole cause of which is the negligence of Landlord or the failure of Landlord to repair any part of the Premises which Landlord is obligated to repair and maintain hereunder within a reasonable time after the receipt of written notice from Tenant of needed repairs. Tenant’s obligation to indemnify Landlord under this AgreementParagraph 14 includes an obligation to indemnity for losses resulting from death or injury to Tenant’s employees, except by reason of the Subadviser’s willful misfeasance, bad faith, and Tenant accordingly hereby agrees that it will not assert any immunities it now has or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser hereafter may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expensesIndustrial Insurance Act, or losses other worker’s compensation, disability benefit or other similar act which would otherwise be applicable in connection with any act the case of such a claim. Tenant shall procure and maintain throughout the term of this Lease a policy or omission policies of Insurance, at its sole cost and expense, insuring both Landlord and Tenant against all claims, demands or actions arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with: (i) the Premises; (ii) the condition of the Premises; (iii) Tenant’s operations in and maintenance and use of the Premises; and (iv) Tenant’s liability assumed under this Lease, any act the limits of such policy or omission connected policies to be in the amount of not less than $1,000,000 per occurrence in respect of injury to persons (including death) and in respect of property damage or destruction, including loss of use thereof. All such policies shall be procured by Tenant from responsible Insurance companies satisfactory to Landlord. Certified copies of such policies, together with or arising out receipt evidencing payment of premiums therefor, shall be delivered to Landlord prior to the Commencement Date of this Lease. Not less than fifteen (15) days prior to the expiration date of any services rendered under this Agreementsuch policies, except by reason certified copies of the Trust’s renewals thereof (bearing notations evidencing the payment of renewal premiums) shall be delivered to Landlord. Such policies shall further provide that not less than thirty (30) days written notice shall be given to Landlord before such policy may be canceled or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreementchanged to reduce insurance provided thereby. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.▇▇▇▇▇▇/nnnlease rev. 7/92 T DBS/L JCC

Liability. (a) Except as may otherwise The Distributor shall be required under no liability to AIGES except for lack of good faith or negligence in connection with obligations expressly assumed by the provisions Distributor hereunder. In carrying out its obligations, AIGES agrees to act in good faith and without negligence. By AIGES' acceptance of this Agreement (including under Section 14)Agreement, AIGES agrees to and does release, indemnify and hold the 1940 Act or the rules thereunder or other applicable law, Distributor and the Trust harmless from and against any and all liabilities, losses and costs (including, without limitation, reasonable attorneys' fees and expenses) arising from any direct or indirect actions or inactions of or by AIGES, or any Financial Institution, or any of AIGES' or such Financial Institutions' officers, employees or agents, regarding AIGES' responsibilities hereunder; PROVIDED, HOWEVER, that, notwithstanding the Investment Adviser agree that the Subadviserforegoing, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, AIGES shall not be liable for, for any actions or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except inactions performed by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, AIGES or by reason of reckless disregard of the Subadviser’s obligations its officers, employees or agents, in good faith and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementwithout negligence. (b) Except The Distributor agrees to and does indemnify and hold harmless the Sub-Distributor from and against any and all liabilities, losses and costs (including, without limitation, reasonable attorneys' fees and expenses) arising out of or by reason of the offering of the Shares based upon any untrue statement of a material fact contained in the appropriate Prospectus or statement of additional information relating to the Shares (or any amendment thereof or any supplement thereto), or any omission to state any material fact necessary, in light of the circumstances under which it was made, in order to make the statements contained in any of such documents not misleading; PROVIDED, HOWEVER, that, notwithstanding the foregoing, AIGES shall not be entitled to any indemnification hereunder to the extent that any such fact (or omission) is provided (or withheld) by American International Group, Inc. or any of its affiliates. (c) Nothing contained in this Agreement is intended to operate as may otherwise be required a waiver by the provisions Distributor or AIGES of this Agreement (including under Section 14), compliance with any provision of the 1940 Act or the rules thereunder or other applicable lawAct, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Securities Exchange Act, the Investment Adviser, shall not be liable forAdvisers Act of 1940, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except the rules and regulations promulgated by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsSEC thereunder.

Liability. INSERT NAME OF TECHNICAL SERVICE PROVIDER and INSERT NAME OF NSO shall, to the extent permitted by law, indemnify INSERT NAME OF MNO (athe “Indemnified Party”) Except as may otherwise be required and keep the Indemnified Party fully and effectively indemnified against all Losses incurred or suffered by the provisions Indemnified Party as a result of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of the respective acts or omissions of each of INSERT NAME OF TECHNICAL SERVICE PROVIDER or INSERT NAME OF NSO for: any services rendered under Processing of the NAME OF MNO Data, Documentation and/or Results in violation of this Agreement, except and/or any claim brought against the Indemnified Party for any actual or alleged infringement of a third party’s intellectual property rights arising out of any publications made by reason INSERT NAME OF TECHNICAL SERVICE PROVIDER or INSERT NAME OF NSO, respectively, containing any NAME OF MNO Data, Documentation or Results. Liability under this indemnity is conditional on the Indemnified Party discharging the following obligations. If any third party makes a claim, or gives notice of an intention to make a claim, against INSERT NAME OF MNO which may reasonably be considered likely to give rise to a liability under this indemnity (the "Claim"), the Indemnified Party shall: as soon as reasonably practicable, give written notice of the Subadviser’s willful misfeasanceClaim to INSERT NAME OF TECHNICAL SERVICE PROVIDER or INSERT NAME OF NSO, bad faith, or gross negligence in specifying the performance nature of the Subadviser’s dutiesClaim in reasonable detail; be deemed to have given to INSERT NAME OF TECHNICAL SERVICE PROVIDER or INSERT NAME OF NSO at its own expense sole authority to avoid, dispute, compromise and defend the Claim; and not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of INSERT NAME OF TECHNICAL SERVICE PROVIDER or INSERT NAME OF NSO (such consent not to be unreasonably conditioned, withheld or delayed). Nothing in this Agreement shall exclude or limit the liability of a Party: for death or personal injury caused by reason a Party's negligence; for fraudulent misrepresentation or fraud; and for breach of reckless disregard confidentiality. Exclusions: Subject to clause 10.3 no Party shall have any liability under this Agreement for any losses suffered by any other Party whether such losses constitute direct or indirect loss even if such losses or the possibility of liability being incurred was advised in advance for: (i) loss of profits; (ii) loss of opportunity; (iii) loss of business; (iv) depletion of goodwill or similar losses; (v) loss of anticipated savings; (vi) loss of goods; (vii) loss of contract; (viii) loss of opportunity; (ix) pre-contract expenditure; and/or (x) for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses. Subject to clauses 10.3 and without prejudice to clause 10.4 (exclusions) the Parties agree for the Term of the SubadviserAgreement: INSERT NAME OF MNO ’s obligations total liability under or in connection with this Agreement to the other Parties in aggregate shall be limited to the total of 500,000 USD; INSERT NAME OF NSO total liability under or in connection with this Agreement to each of the other Parties shall be limited to the amount of 1,000,000 USD; and duties INSERT NAME OF TECHNICAL SERVICE PROVIDER’s total liability under or in connection with this Agreement to each of the other Parties shall be limited to the amount of 1,000,000 USD. INSERT NAME OF NSO and INSERT NAME OF TECHNICAL SERVICE PROVIDER shall operate as separate processors under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust INSERT NAME OF NSO and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, INSERT NAME OF TECHNICAL SERVICE PROVIDER shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations as joint processors having joint and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsseveral liability.

Liability. (a) Except as may otherwise Logistics Service Provider agrees that it will be required fully responsible, without limitation, for any loss or damage to MEDOVEX’s cargo while such cargo is in the possession or control of Logistics Service Provider. Logistics Service Provider’s liability shall be for the cost of the cargo plus any expenses incurred by MEDOVEX pertaining to the provisions cargo to the time of this Agreement (including under Section 14)the loss or damage including, without limitation, duties, transportation charges, forwarding and brokerage fees, etc. This provision shall not limit or detract from MEDOVEX’s right to assert claims against other parties for the same damages including, without limitation, the 1940 Act or ocean carrier under whose through ▇▇▇▇ of lading the rules thereunder or other applicable lawcargo is carried. (b) Logistics Service Provider agrees that it will also be liable, the Trust and the Investment Adviser agree that the Subadviserwithout limitation, for any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject direct extra expenses incurred by MEDOVEX arising from Logistics Service Provider’s failure to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s discharge its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations responsibilities under this Agreement. (bc) Except as may otherwise MEDOVEX shall have (i) twelve months from the date of delivery, or (ii) a reasonable time if the goods are not delivered, in which to file a claim with Logistics Service Provider. (d) All claims shall be required paid, settled, or disallowed by Logistics Service Provider within 30 days of filing. If no response is received within this time, MEDOVEX will assume the provisions claim has been allowed and deduct the amount claimed from the next payment(s) of Logistic Service Provider invoices. Whenever Logistics Service Provider disallows a claim by MEDOVEX, it shall provide a lawful reason for doing so, which shall be stated in writing by Logistics Service Provider itself, not its insurer. MEDOVEX shall have 180 days from the date of Logistic Service Provider’s response to its claim in which to file suit against Logistic Service Provider for loss or damages arising from such claim. (e) Logistics Service Provider shall indemnify, defend and hold harmless MEDOVEX, its officers, employees, agents, representatives and affiliates from and against any and all liability, loss, damages, claims, suits, costs or expenses, including reasonable attorneys’ fees, asserted against MEDOVEX based upon, arising out of or in connection with (i) any acts or omissions by Logistics Service Provider or its agents, sub-agents, representatives or employees, (ii) any breach or non-fulfillment of any representation, warranty or covenant of Logistics Service Provider provided herein, or (iii) any claim, losses, damages, costs, or expenses asserted against MEDOVEX by Logistics Service Provider, its employees, agents or any other person for any injury (including sickness, disease or death) or claim or injury to property arising out of or in connection with the performance of this Agreement Agreement. (including under Section 14)f) No salvage of any kind or nature shall be sold or offered for sale or in any other way disposed of to any third party without the prior written consent of MEDOVEX. All salvage receipts shall be payable to MEDOVEX and credited against MEDOVEX’s claim against Logistics Service Provider. Unless MEDOVEX directs otherwise, all freight subject to salvage shall be returned to MEDOVEX, at Logistics Service Provider’s sole cost and expense, for salvage and appropriate credit. MEDOVEX may determine, within its sole discretion, subject to a reasonableness standard, whether the goods may be salvaged, and if salvageable, the 1940 Act or the rules thereunder or other value of such salvage. Such decision will be consistent with all applicable law, the Subadviser agrees that the Trust federal and the Investment Adviser, any affiliated person thereof, provincial regulations. (g) Logistics Service Provider’s responsibilities and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, liabilities set forth above shall not be liable for, limited in any manner whatsoever by any terms incorporated by reference into this Agreement or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsdocumentation issued by Logistics Service Provider.

Liability. (a) a. Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree agrees that the SubadviserSub-Adviser, any affiliated person of the SubadviserSub- Adviser, and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (“the 1933 Act, ”) controls the SubadviserSub-Adviser (each a “Sub- Adviser Controlling Person,” and collectively, “Sub-Adviser Controlling Persons”) shall not be liable for, or subject to any losses, claims, damages, expenses, liabilities or losses litigation in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence negligence, in each such case, in the performance of the SubadviserSub-Adviser’s duties, or any material breach by reason the Sub-Adviser of reckless disregard of the Subadviser’s its obligations and or duties under this AgreementAgreement (the “Sub-Adviser Standard of Care”). Notwithstanding In no case shall the foregoingSub-Adviser, nothing contained in its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for actions taken or non-actions with respect to the performance of services under this Agreement shall constitute a waiver if the Sub-Adviser is instructed in writing by the Adviser or limitation of rights the Trust to take such action or non-action. The Adviser understands and acknowledges that the Trust Sub-Adviser does not warrant that the portion of the assets of the Fund managed by the Sub-Adviser will achieve any particular rate of return or Investment Adviser may have under federal that its performance will match any benchmark index or state securities lawsother standard or objective. In additionno case shall the Sub-Adviser, Subadviser shall its affiliated persons or any of the Sub-Adviser Controlling Persons be liable for any portion of the assets of the Fund not managed by the Sub-Adviser (if any). b. The Sub-Adviser agrees that neither the Trust nor the Fund shall bear any responsibility or shall be subject to any liability for any losses, claims, damages, expenses, liabilities or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 litigation of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission Sub-Adviser connected with or arising out of any its services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except Escrow Agent shall not be liable for action taken, suffered or omitted to be taken in good faith, except to the extent that a final adjudication of a court of competent jurisdiction determines that Escrow Agent’s gross negligence, bad faith, willful misconduct or fraud was the direct cause of any loss to either Party. No party to this Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Agreement because of, acts of God, fire, war, terrorism, floods, strikes, electrical outages, equipment or transmission failure, or other similar causes reasonably beyond its control. Escrow Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duty, shall be implied. Escrow Agent may otherwise execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. In the event that Escrow Agent shall be required by uncertain or believe there is some ambiguity as to its duties or rights hereunder or shall receive instructions, claims or demands from any Party hereto which, in its opinion, conflict with any of the provisions of this Agreement Agreement, or, with respect to the Adjustment Escrow Account or the Insurance Deductible Escrow Account, if Escrow Agent receives conflicting instructions from the Parties, it shall be entitled to (including under Section 14i) refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be given (A) joint written instructions executed by an Authorized Representative of each of Buyer and Representative, which eliminate such ambiguity or uncertainty to the satisfaction of Escrow Agent or (B) an Order (it being understood that Escrow Agent shall be entitled conclusively to rely and act upon any such Order and shall have no obligation to determine whether any such Order is final); or (ii) file an action in interpleader. With respect to the Adjustment Escrow Account and the Insurance Deductible Escrow Account, the 1940 Act Parties agree to pursue any redress or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses recourse in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by dispute between them without making Escrow Agent a party to the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreementsame. Notwithstanding the foregoing, nothing contained Anything in this Agreement to the contrary notwithstanding, in no event shall constitute a waiver Escrow Agent be liable for special, incidental, punitive, indirect or limitation consequential loss or damage of rights that any kind whatsoever (including but not limited to lost profits), even if Escrow Agent has been advised of the Subadviser may have under federal likelihood of such loss or state securities lawsdamage and regardless of the form of action.

Liability. If Seller determines that Bidder has breached any provision of this Agreement (aincluding any failure by any individual or entity to whom any Evaluation Material is disclosed to maintain such Evaluation Material as confidential in accordance with this Agreement), then Seller may, in its sole and absolute discretion, exercise any or all legal or equitable rights or remedies against Bidder to which Seller is entitled on account of such breach. Seller will not be deemed to have waived any of its rights or remedies on account of its failure, delay or forbearance in exercising any such right or remedy in a particular instance. Bidder agrees that, due to the unique nature of the Evaluation Material, there can be no adequate remedy at law for any breach or threatened breach of Bidder’s obligations hereunder and, accordingly, (i) Except as may otherwise be required by Seller is entitled to equitable relief, including injunction, in the event of any breach of the provisions of this Agreement (including under Section 14or any threat thereof), the 1940 Act or the rules thereunder or other applicable in addition to whatever remedies it might have at law, and (ii) Bidder will not oppose the Trust granting of such relief and hereby irrevocably waives any requirement for the Investment Adviser agree that security or posting of any bond in connection with such relief. In addition to all legal and equitable remedies, Seller may, in its sole and absolute discretion, also choose to refuse to consider selling the SubadviserLoans to Bidder and may refuse to allow Bidder to conduct due diligence on or otherwise participate in the sale of any other Loans offered for sale by Seller now or in the future. Bidder may have registered in order to gain more information to bid on Loans. In connection with any such registration, any affiliated person of the SubadviserBidder has: (i) executed and delivered a Security Deposit Agreement, and each person, if any, who, within (ii) delivered the meaning sum of Section 15 $50,000 to Seller. As security for the performance and observance by Bidder of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out all of any services rendered its obligations under this Agreement, except such sum will be held by reason of Seller, pursuant to the Subadviser’s willful misfeasanceSecurity Deposit Agreement, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses as security in connection with any act or omission arising out Bidder’s performance, compliance and observance of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under and all of the terms, conditions or covenants of this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except It is understood and expressly stipulated that neither the shareholders of the Funds which are series of the Trust nor the members of the Board of the Trust shall be personally liable hereunder. The obligations of the Trust are not personally binding upon, nor shall resort be had to the private property of, any of the members of the Board of the Trust, nor of the shareholders, officers, employees or agents of the Trust, but only the Trust's property shall be bound. A copy of the Declaration of Trust and each amendment thereto has been filed by the Trust with the Secretary of State of The Commonwealth of Massachusetts and with the Clerk of the City of Boston, as well as any other governmental office where such filing may otherwise from time to time be required by required. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions of this Agreement (including under Section 14)or otherwise affect their construction or effect. This Agreement may be executed simultaneously in two or more counterparts, the 1940 Act or the rules thereunder or other applicable laweach of which shall be deemed an original, the Trust but all of which taken together shall constitute one and the Investment Adviser agree that same instrument. CISC shall keep confidential all records and information provided to CISC by the SubadviserTrust, any affiliated person and prior, present or prospective shareholders of the SubadviserFund, and each person, if any, who, within except to the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under extent disclosures are required by this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s dutiesFund's registration statement, or by reason a reasonable request or a valid subpoena or warrant issued by a court, state or federal agency or other governmental authority. Neither CISC nor the Trust may use each other's name in any written material without written consent of reckless disregard such other party, provided, however, that such consent shall not unreasonably withheld. CISC and the Trust hereby consent to all uses of the Subadviser’s obligations their respective names which refer in accurate terms to appointment and duties under this AgreementAgreement or which are required by any governmental or regulatory authority including required filings. Notwithstanding The Trust, the foregoing, nothing contained in Fund and SRF consent to use of their respective names and logos by CISC for shareholder correspondence and statements. This Agreement shall be binding upon and shall inure to the benefit of the Trust and CISC and their respective successors and assigns. Neither the Trust nor CISC shall assign this Agreement shall constitute a waiver nor its rights and obligations under this Agreement without the express written consent of the other party. This Agreement may be amended only in writing by mutual agreement of the parties. Any notice or limitation of rights that other instrument in writing authorized or required by this Agreement be given to the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser CISC shall be liable sufficiently given if addressed to that party and mailed or delivered to it as its office set for any damages, expenses, the below or losses at such other place as it may from time to time designate in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the writing. The Trust and the Investment AdviserFund: Stein Roe Advisor Tru▇▇ One South Wacker Driv▇ ▇▇▇▇▇ ▇▇▇▇ Chicago, any affiliated person thereofIllinois 60606 Attn: General Counsel CISC: Colonial Investors Service Center, and each personInc. One Financial Center ▇▇▇▇▇▇, if any▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇: Mary McKenzie; with a ▇▇▇▇▇▇▇▇ ▇▇▇y to Attn: Nancy Conlin, whoEsq., within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.L▇▇▇▇ ▇▇▇▇▇▇▇ent

Liability. Seller's total liability shall be limited to the purchase price of the Product supplied (aor to have been supplied) Except as may otherwise be required by the provisions hereunder in respect of this Agreement (including under Section 14), the 1940 Act or the rules thereunder which ▇▇▇▇▇▇▇ are claimed. All technical or other applicable lawadvice, recommendation or assistance by Seller, whether or not at Buyer’s request, with respect to the Trust Product, its processing, further manufacture, or otherwise, is given gratis by Seller and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, Seller shall not be liable for, or subject to any and ▇▇▇▇▇ assumes all risk of, same and the consequences thereof. OTHER THAN AS SET FORTH IN THIS PARAGRAPH 6, SELLER SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, AND REGARDLESS (i) WHETHER THE CLAIM IS BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, AND (ii) WHETHER SELLER WAS OR SHOULD HAVE BEEN AWARE OF SAME. Upon satisfactory proof of claim by ▇▇▇▇▇ of Product not meeting specifications as provided in this Contact, and as Buyer’s exclusive remedy, Seller will within a reasonable time supply Buyer at the Delivery Point with replacement Product meeting specifications, free of charge, freight prepaid or, at Seller's option, refund the purchase price for the Product upon return of such non-conforming Product. ▇▇▇▇▇ claims for replacements and returns for credit will not be allowed unless authorized by Seller in writing. The Buyer shall indemnify, defend and hold harmless Seller and its affiliates from and against all claims, proceedings, damages, costs, fees, expenses (including reasonable attorneys’ fees and expenses), liabilities, losses, obligations, judgments, and penalties (“Damages”) arising out of, or losses in connection with, any act actual or omission connected with or arising out alleged breach by Buyer of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s its obligations under this Agreement. (b) Except as may otherwise be required by the provisions Contract, and also from Buyer’s transportation, use, storage, handling, disposal, resale of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected dealing with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsProduct.

Liability. 8.1 Royal Mail does not warrant the accuracy or completeness of the Data nor does it warrant that the Data will meet the requirements of the Solutions Provider or any Third Party Solutions Provider or End-User. 8.2 In the event that the Data Supply Medium causes any loss whatsoever to the Solutions Provider or any third party, the liability of Royal Mail shall be limited to the re-supply of the Data to the Solutions Provider. 8.3 Royal Mail shall not be liable to the Solutions Provider for any of the following types of loss or damage arising under or in relation to any or all of the Multiple Residence Agreements: (ai) any wasted expenditure, or any loss or corruption of data (regardless of whether any of these types of loss or damage are direct, indirect or consequential); or (ii) any indirect or consequential loss or damage whatsoever (including any loss of profits, business, contracts, anticipated savings, goodwill, or revenue); and in each case, even if Royal Mail was aware of the possibility that such loss or damage might be incurred by the Solutions Provider. 8.4 Each party’s total aggregate liability to the other for claims brought (including for claims brought after termination) during each Year under or in relation to any or all of the Multiple Residence Agreements including (but not limited to) liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including, but not limited to negligence) and breach of statutory shall not exceed the aggregate Total Licence Fees paid in the previous Year, unless such claim is in the first Year in which case it shall not exceed the aggregate Total Licence Fess paid to date. 8.5 Except as expressly stated in this Agreement, Royal Mail shall not be liable to provide the Solutions Provider, Third Party Solutions Provider or an End-User with the Data or any Solution nor shall Royal Mail be liable for the consequences of the inability of the Solutions Provider to comply with the terms of an End-User Agreement or Third Party Solutions Provider Agreement or any other arrangements which the Solutions Provider may otherwise have entered into with an End-User, Third Party Solutions Provider or any other third party. 8.6 Nothing in this Agreement shall operate to limit or exclude either party’s liability for any negligence which results in personal injury or death, or for any other liability which may not be required limited or excluded by the law. 8.7 The express provisions of this Agreement (including under Section 14)are in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the 1940 Act or the rules thereunder maximum extent permitted by law. 8.8 Each provision of this Clause 8 is to be construed as a separate limitation or other applicable law, the Trust provision (applying and the Investment Adviser agree that the Subadviser, surviving even if for any affiliated person reason one or other of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, said limitations or subject to provisions is held inapplicable or unreasonable in any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementcircumstances). (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Neither the Sub-Adviser nor its officers, directors, 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 other person with respect to each Fund. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions 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 (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or its shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Sub-Adviser shall indemnify and hold harmless the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14)Adviser, the 1940 Act or the rules thereunder or other applicable lawTrust, the Subadviser agrees that the Trust and the Investment Adviser, any all affiliated person thereof, and each person, if any, who, persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) from and against any and all claims, controls losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) however arising from or in connection with the Trust performance of the Sub-Adviser’s obligations under this Agreement to the extent resulting from or Investment relating to Sub-Adviser’s own willful misfeasance, shall not be liable forfraud, bad faith or gross negligence, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out the reckless disregard of any services rendered its duties under this Agreement, except by reason . The Adviser shall indemnify and hold harmless the Sub-Adviser and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Trust1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) however arising from or Investment in connection with this Agreement (including, without limitation, any claims of infringement or misappropriation of the intellectual property rights of a third party against the Sub-Adviser or any affiliated person relating to any index or index data provided to Sub-Adviser by the Adviser or Adviser’s agent and used by the Sub-Adviser in connection with performing its duties under this Agreement); provided, however, that the Adviser’s obligation under this Section 12 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to the Sub-Adviser’s own willful misfeasance, fraud, bad faithfaith or gross negligence, or gross negligence in to the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and its duties under this Agreement. Notwithstanding anything to the foregoingcontrary contained herein, nothing contained in no party to this Agreement shall constitute a waiver be responsible or limitation liable for its failure to perform under this Agreement or for any losses to each Fund resulting from any event beyond the reasonable control of rights that 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 each Fund; or the Subadviser may have under federal breakdown, failure or state malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities lawsindustry 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 termination of this Agreement.

Liability. 8.1 The User hereby acknowledges and agrees that the Data (asave for the Insurer Data) Except shall be supplied by third parties, and that MIB has no control whatsoever over the accuracy, completeness and or usefulness (for a specified purpose or otherwise) of the Data and MIB does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness, ownership and or suitability of the Data or in relation to any delay in bringing the Data up to date and MIB hereby excludes to the fullest extent permitted by law all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the Data in that regard. 8.2 The User further hereby acknowledges and agrees that MIB does not make or include any representations, warranties or guarantees relating to and including but not limited to the accuracy, completeness, and or availability of the MIDportal (or part thereof) and MIB hereby excludes to the fullest extent permitted by law all representations, undertakings, terms, warranties, conditions and guarantees (whether express or implied) relating to the availability of the MIDportal in that regard. 8.3 The User hereby acknowledges and agrees that neither MIB, MIIC nor the MIDportal Provider shall have any liability whatsoever for the MIDportal being unavailable or for any errors in the Data which occur due to reasons outside of its control. 8.4 For the avoidance of doubt, for the purposes of this Agreement, in the event that the MIDportal is unavailable for any reason, such unavailability shall not relieve the User from its obligations to satisfy its obligations relating to the Fourth EU Motor Insurance Directive; the PIA; the relevant DA Access Agreement and or membership of the MIB (as may otherwise be required appropriate). 8.5 To the fullest extent permitted by law and without prejudice to any other rights available to MIB, MIIC and the provisions MIDportal Provider, the User hereby agrees to indemnify MIB, MIIC and the MIDportal Provider fully and without limitation for any losses, costs, expenses, interest, penalties, sanctions and all legal and other professional costs and expenses incurred by or suffered by MIB, MIIC and or the MIDportal Provider in relation to or as a result of any breach of any of the terms and conditions of this Agreement by the User and or its Personnel (including but not limited to the provision by you of incorrect or inaccurate data). 8.6 The maximum aggregate liability of MIB under Section 14)or in connection with this Agreement in respect of all claims by the User against MIB giving rise to the liability of MIB whether for breach of contract, negligence or other tort or breach of statutory duty or otherwise shall not exceed the 1940 Act greater of 100% of Charges paid by the User (if any) during the preceding 12 months or the rules thereunder sum of £500.00. 8.7 Save as otherwise expressly stated in this Agreement and without prejudice to clause 8.6, neither party shall be liable under this Agreement for any loss of profit or other applicable law, the Trust and the Investment Adviser agree that the Subadviserfor any indirect special or consequential loss or damage of any kind (including without limitation, any affiliated person loss or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect) howsoever arising and whether caused by negligence, breach of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, contract or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained otherwise. 8.8 Nothing in this Agreement shall constitute a waiver or limitation of rights that limit the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out liability of any services rendered party for death or personal injury caused by third parties the negligence of that Subadviser hires party, its servants or agents; fraud or fraudulent misrepresentation; any matter of which liability cannot be excluded by law; or any claim for payment under an indemnity contained in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. Except for liability with respect to (ai) Except as may otherwise be required by the provisions any intentional or willful misconduct or negligence of this Agreement (including under Section 14)any employee, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable foragent, or subject to any damagessubcontractor of Supplier, expenses, or losses in connection with, (ii) any act or omission connected with or arising out of any services rendered employee, agent, or subcontractor of Supplier, (iii) claims for bodily injury, including death, and real and tangible property damage, (iv) Supplier’s indemnification obligations, (v) Supplier’s confidentiality obligations, (vi) Supplier’s security compliance obligations, and (vii) Supplier’s data privacy and security obligations as specified under this AgreementContract, except by reason Supplier’s liability shall be limited to twice the aggregate value of the Subadviser’s willful misfeasancedelivered and accepted Deliverables, bad faithProducts, or Software, Services, Solution, including Solution Components, Application and Licensed Services, as applicable, provided by Supplier to all Authorized Users under this Contract. Supplier agrees that it is fully responsible for all acts and omissions of its employees, agents, and subcontractors, including their gross negligence or willful misconduct. The limitation shall apply on a per-incident basis, it being understood that multiple losses stemming from the same root cause constitute a single incident. FOR ALL OTHER CONTRACTUAL CLAIMS, IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING (WITHOUT LIMITATION) LOSS OF PROFIT, INCOME OR SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, EXCEPT WHEN SUCH DAMAGES ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS. Insurance In addition to the insurance coverage required by law as referenced in the performance Incorporated Contractual Provisions section of this Contract, Supplier shall carry: Errors and omissions insurance coverage in the amount of $2,000,000 per occurrence. SECURITY COMPliance Supplier agrees to comply with all provisions of the Subadviser’s dutiesthen-current Commonwealth of Virginia security procedures, published by the Virginia Information Technologies Agency (VITA) and which may be found at: (▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/library/default.aspx?id=537#securityPSGs) or by reason of reckless disregard a successor URL(s), as are pertinent to Supplier's operation. Supplier further agrees to comply with all provisions of the Subadviser’s obligations relevant Authorized User's then-current security procedures as are pertinent to Supplier's operation and duties under this Agreementwhich have been supplied to Supplier by such Authorized User. Notwithstanding Supplier shall also comply with all applicable federal, state and local laws and regulations. For any individual Authorized User location, security procedures may include but not be limited to: background checks, records verification, photographing, and fingerprinting of Supplier's employees or agents. Supplier may, at any time, be required to execute and complete, for each individual Supplier employee or agent, additional forms which may include non-disclosure agreements to be signed by Supplier's employees or agents acknowledging that all Authorized User information with which such employees and agents come into contact while at the foregoing, nothing contained in this Agreement Authorized User site is confidential and proprietary. Any unauthorized release of proprietary or Personal information by the Supplier or an employee or agent of Supplier shall constitute a waiver breach of its obligations under this Section and the Contract. Supplier shall immediately notify VITA and Authorized User, if applicable, of any Breach of Unencrypted and Unredacted Personal Information, as those terms are defined in Virginia Code 18.2-186.6, and other personal identifying information, such as insurance data or limitation date of rights birth, provided by VITA or Authorized User to Supplier. Supplier shall provide VITA the opportunity to participate in the investigation of the Breach and to exercise control over reporting the unauthorized disclosure, to the extent permitted by law. Supplier shall indemnify, defend, and hold the Commonwealth, VITA, the Authorized User, their officers, directors, employees and agents harmless from and against any and all fines, penalties (whether criminal or civil), judgments, damages and assessments, including reasonable expenses suffered by, accrued against, or charged to or recoverable from the Commonwealth, VITA, the Authorized User, their officers, directors, agents or employees, on account of the failure of Supplier to perform its obligations pursuant this Section. Import/Export In addition to compliance by Supplier with all export laws and regulations, VITA requires that the Trust any data deemed “restricted” or Investment Adviser may have under “sensitive” by either federal or state securities laws. In additionauthorities, Subadviser shall must only be liable for any damagescollected, expensesdeveloped, analyzed, or losses in connection with any act otherwise used or omission arising out of any services rendered obtained by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act persons or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, entities working within the meaning of Section 15 boundaries of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsUnited States.

Liability. (ai) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, The Warrant Agent shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, for or by reason of reckless disregard any of the Subadviser’s obligations and duties under statements of fact or recitals contained in this Agreement, the Warrant Statements or in the Warrant Certificates (except, in each case, its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. Notwithstanding The Warrant Agent shall not be under any responsibility in respect of the foregoingvalidity or sufficiency of this Agreement or the execution and delivery hereof or in respect of the validity or execution of any Warrant Certificate (except, nothing in each case, its countersignature thereof); nor shall the Warrant Agent be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant Certificate to be complied with by the Company; nor shall constitute the Warrant Agent be responsible for the making of any adjustment in the number and/or kind of shares issuable upon the exercise of a waiver Warrants required under the provisions of Article V or limitation be responsible for the manner, method or amount of rights any such change or the ascertaining of the existence of facts that would require any such change; nor shall the Trust Warrant Agent by any act hereunder be deemed to make any representation or Investment Adviser warranty as to the authorization or reservation of any Warrant Exercise Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Warrant Exercise Shares will, when issued, be validly issued and fully paid and non-assessable. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any Warrant Certificate authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the issue and sale, or exercise, of the Warrants. (ii) The Warrant Agent shall have no liability under, and no duty to inquire as to, the provisions of any agreement, instrument or document other than this Agreement, including any Warrant Certificate. (iii) The Warrant Agent may rely on and shall incur no liability or responsibility to the Company, any Holder, or any other Person for any action taken, suffered or omitted to be taken by it upon any notice, instruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or other paper, document or instrument furnished to the Warrant Agent hereunder and believed by it to be genuine and to have under federal been signed, sent or state securities lawspresented by the proper party or parties. In addition, Subadviser The Warrant Agent shall be liable for under no duty to inquire into or investigate the validity, accuracy or content of any damagessuch notice, expensesinstruction, request, resolution, waiver, consent, order, certificate, affidavit, statement, or losses other paper, document or instrument. The Warrant Agent shall not take any instructions or directions except those given in connection accordance with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (biv) Except The Warrant Agent shall act hereunder solely as may otherwise agent for the Company and in a ministerial capacity and does not assume any obligation or relationship of agency or trust with any of the Holders, and its duties shall be required determined solely by the provisions hereof. The Warrant Agent shall not be liable for any action taken, suffered or omitted to be taken in connection with this Agreement except to the extent that a court of competent jurisdiction determines that its own gross negligence, willful misconduct or bad faith (as each is determined by a final, nonappealable judgment) was the primary cause of any loss. (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Warrant Agent be liable for any special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Warrant Agent has been advised of the likelihood of such loss or damage. Notwithstanding anything contained in this Agreement to the contrary, any liability of the Warrant Agent under this Agreement shall be limited in the aggregate to an amount equal to the annual fees paid by the Company to the Warrant Agent hereunder. (vi) All rights and obligations contained in this Section 8.3 shall survive the termination of this Agreement and the resignation, replacement, incapacity or removal of the Warrant Agent. All fees and expenses incurred by the Warrant Agent prior to the resignation, replacement, incapacity or removal of the Warrant Agent shall be paid by the Company in accordance with this Section 8.3 of this Agreement notwithstanding such resignation, replacement, incapacity or removal of the Warrant Agent. (vii) The Warrant Agent shall not be under any liability for interest on any monies at any time received by it pursuant to the provisions of this Agreement. (viii) In no event shall the Warrant Agent be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (including under Section 14)software or hardware) services. (ix) In the event the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Warrant Agent hereunder, the 1940 Act or the rules thereunder or other applicable lawWarrant Agent, the Subadviser agrees that the Trust and the Investment Advisermay, in its sole discretion, refrain from taking any affiliated person thereofaction, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall be fully protected and shall not be liable forin any way to the Company or any Holder or other person or entity for refraining from taking such action, unless the Warrant Agent receives written instructions signed by the Company which eliminates such ambiguity or subject uncertainty to any damages, expenses, or losses in connection with, any act or omission connected with or arising out the satisfaction of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsWarrant Agent.

Liability. (a) Except as may otherwise be required by The Subadviser shall exercise its best judgment in rendering its services in accordance with the provisions terms of this Agreement (including under Section 14)Agreement. In the absence of willful misfeasance, bad faith or gross negligence on the 1940 Act part of the Subadviser or the rules thereunder or other applicable lawa reckless disregard of its duties hereunder, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person each of the Subadviserits affiliates and all respective partners, members, officers, directors and employees (“Affiliates”) and each person, if any, who, who within the meaning of Section 15 of the 1933 Act, Securities Act controls the SubadviserSubadviser (“Controlling Persons”), if any, shall not be liable for, or subject to any damagesexpenses or liability of the Adviser, expensesthe Trust or the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates, including without limitation for any losses that may be sustained in the purchase, holding or sale of Subadviser Assets. The Subadviser does not guarantee the future performance of the Subadviser Assets or any specific level of performance, the success of any investment decision or strategy that Subadviser may use, or losses the success of Subadviser’s overall management of the Subadviser Assets. The Adviser understands that investment decisions made for the Subadviser Assets by the Subadviser are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be profitable. Subadviser will manage only the Subadviser Assets and in connection withmaking investment decisions for the Subadviser Assets, the Subadviser will not consider any other securities, cash or other investments owned by the Fund. The Adviser shall exercise its best judgment in rendering its obligations in accordance with the terms of this Agreement, but otherwise (except as set forth in Section 11(c) below), in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser or a reckless disregard of its duties hereunder, the Adviser, any of its Affiliates and each of the Adviser’s Controlling Persons, if any, shall not be subject to any liability to the Subadviser, for any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of in the Subadviser’s willful misfeasance, bad faithcase of, or gross negligence connected with, rendering services hereunder or for any losses that may be sustained in the performance purchase, holding or sale of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this AgreementSubadviser Assets. Notwithstanding the foregoing, nothing contained in this Agreement herein shall constitute a waiver or limitation relieve the Adviser and the Subadviser from any of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s their obligations under this Agreement. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, including, without limitation, the Subadviser agrees that the Trust federal and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. 3.1 To the maximum extent permitted under applicable law, PBU shall have no liability under or in connection with this Agreement for any loss of business, loss of business opportunity, loss of revenue, loss of profits, loss of anticipated savings, loss of goodwill, business interruption, wasted expenditure or for loss of any other economic advantage however it may arise, or for data loss or data corruption, or for any indirect, punitive, special, incidental or consequential loss, even if PBU has been advised of the possibility of such damages or losses. 3.2 To the maximum extent permitted under applicable law, and subject to clause 3.1 above, the total liability of PBU under or in connection with this Agreement in connection with a Transaction shall be limited to the value of that Transaction. 3.3 If You are not satisfied with the quality of the Mobile Wallet Service or the manner in which it is provided, or object to any variation to the terms and conditions of this Agreement, to the maximum extent permitted under applicable laws, your sole and exclusive remedy is to discontinue using the Mobile Wallet Service. 3.4 You shall be fully and solely liable for and bear all Charges, losses, and damages arising from any Transaction which is authorized using your Personal Identification Number (PIN) and/or other authentication credentials for using the Mobile Wallet Service which PBU may issue to You from time to time (“Credentials”), unless you have notified PBU in writing or through any Digital Channels which PBU makes available expressly for such purpose that your PIN and/or Credentials have been stolen or compromised. If You disclose your PIN and/or Credentials to a third party, or if you fail to safeguard and protect your PIN and/or Credentials using reasonable care and as a result your PIN and/or Credentials are used by any third party to authorize one or more Transactions, then to the maximum extent permitted under applicable law, you will indemnify and hold PBU and its employees, officers, directors and shareholders harmless for any losses, liabilities, damages, costs (excluding any opportunity cost or cost of funding), expenses (including management time and reasonable legal fees) and charges arising out of or in relation to any such Transaction until the earlier of (a) Except as may the time when you change the PIN and/or Credentials, and (b) the time when PBU receives notification from you (in writing or through any Digital Channels which PBU makes available expressly for such purpose) that your PIN and/or Credentials have been compromised or stolen. 3.5 You shall be fully and solely liable for the losses related to any Transaction where You are proven to have acted fraudulently, negligently or are otherwise found to be required by the provisions in breach of this Agreement Agreement. 3.6 In the event of fraud, loss or theft of the SIM Card or Mobile Device, you are obliged to immediately notify PBU in writing or through any Digital Channels which PBU makes available expressly for such purpose of the same in order that PBU may freeze Your Account. Charges may be applicable if Your service provider requires to replace the SIM Card and You will be responsible for the payment of such charges and for any Transaction effected up to the time You froze Your Account or requested PBU to freeze it. You will indemnify and hold PBU and its employees, officers, directors and shareholders harmless for any losses, liabilities, damages, costs (excluding any opportunity cost or cost of funding), expenses (including under Section 14)management time and reasonable legal fees) and charges arising out of or in relation to any Transactions 3.7 Whilst PBU takes the utmost care in securing all communications, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree please note that the Subadviserconfidentiality of communications via any public telecommunications network is susceptible to unlawful interception and hacking, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, especially through public Wi-Fi. PBU shall not be liable for, for any loss or subject to any damages, expenses, damage whether direct or losses in connection with, any act or omission connected with or consequential arising out of any services rendered such unlawful interception or access. 3.8 To the maximum extent permitted under this Agreementapplicable law, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement PBU shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall not be liable for any purchase, delivery, fitness for purpose and/or warranty of any Goods and Services purchased by you from any third party (including a Merchant) using the Account or otherwise through a Mobile Wallet Service. You will be bound to the sales agreement entered between you and the relevant Merchant, Agent or vendor. For any issues with the Goods and Services obtained from the Merchant, you should contact and register your complaints with the Merchant and/or the payment services provider who supports the Payment Method (e.g. credit card provider) that you have used. 3.9 If You request any Transaction to redeem stored value in your Mobile Wallet account for its equivalent amount in cash at a designated Mobile Wallet partner location, you acknowledge and agree that it is solely your responsibility to verify the correct amount and authenticity of the bank notes you receive at the time the Transaction is executed, and that PBU shall have no liability to you in that respect to the maximum extent permitted under applicable law. 3.10 Any misuse of the Service by you in breach of the Agreement shall be at your sole risk and cost. You will indemnify and hold PBU and its employees, officers, directors and shareholders harmless for any losses, liabilities, damages, expensescosts, expenses (including management time and reasonable legal fees) and charges arising out of or losses in relation to any third-party claim to the extent such claim relates to any breach of the Agreement. This is without prejudice to other rights and remedies PBU may have under the Agreement or otherwise, including its right to initiate such criminal or civil proceedings it may deem appropriate against You. 3.11 To the maximum extent permitted under applicable law, PBU disclaims all liability whatsoever, for any loss of data howsoever caused including non-delivery, misuse or miss- delivery or for any interruption, suspension or termination of Service. 3.12 PBU is not responsible for material or information contained in any third-party Content that is accessible or provided through or in connection with the Service. The Customer is solely responsible for all Content that he/she transmits by any act means, and for determining the suitability of all accessed Content. 3.13 At its sole discretion, PBU reserves the right to screen Transactions and to reject any Transaction, a) which PBU determines in its sole discretion would violate applicable law or omission arising out the risk policies of PBU and/or its partner financial institutions, or b) if PBU suspects You are in breach of the Agreement, or that fraudulent or illegal activity is taking place. PBU shall bear no responsibility for a Transaction which PBU rejects in accordance with this clause 3.13. PBU will provide you with electronic notification of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this AgreementTransaction which is rejected, and where possible, the reasons for such rejection. (b) Except as may otherwise 3.14 To the maximum extent permitted under applicable law, PBU will not be required by the liable to you for any losses you suffer or costs You incur because: 3.15 The provisions of this Agreement (including under Section 14), clause 3(Liability) shall survive the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 termination of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. The Issuer and the Trustee severally acknowledge to each Seller and agree that: (a) Except as may otherwise be required by the provisions no breach of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviserrepresentations and warranties in, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, nor any act or omission connected with or arising out in respect of, the provisions of Clause 8.2 shall give rise to any services rendered under this Agreement, except by reason claim for damages on the part of the Subadviser’s willful misfeasance, bad faith, Issuer or gross negligence in the performance Trustee against any Mortgagee or any remedy whatsoever against any Mortgagee and the sole remedy of each of the Subadviser’s duties, or by reason of reckless disregard Issuer and the Trustee in respect thereof (with the exception of the Subadviser’s obligations representation and duties under this Agreement. Notwithstanding warranty in paragraph (ll) of Clause 8.2 to which the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation provisions of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser paragraph (d) below will apply) shall be liable for any damagesto take such action under Clause 8.6 as may be available to it and that no breach of, expenses, or losses in connection with nor any act or omission arising out of in respect of, any services rendered by third parties warranty or representation other than those representations and warranties contained in Clause 8.2 (but not paragraph (ll) thereof) shall entitle the Issuer or the Trustee to require that Subadviser hires Seller to repurchase any Mortgage in connection accordance with fulfilling Subadviser’s obligations under Clause 8.6 or otherwise provided that this Agreement.paragraph (a) shall not limit the remedies available to the Issuer and/or the Trustee (or the exercise thereof) against the Seller if it, having become bound to repurchase a Mortgage in accordance with Clause 8.6, fails to do so; (b) Except as may otherwise be required by the provisions of this Agreement subject and without prejudice to paragraph (including under Section 14a), the 1940 Act no Mortgagee shall have any liability or the rules thereunder responsibility (whether, in either case, contractual, tortious or other applicable lawdelictual, the Subadviser agrees that the Trust and the Investment Adviser, express or implied) for any affiliated person thereof, and each person, if any, who, within the meaning loss or damage for or in respect of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable forany breach of, or subject to any damages, expenses, or losses in connection with, any act or omission connected with in respect of, any of the obligations on the part of the Borrower under any Mortgage suffered by the Issuer or arising out of any services rendered under this Agreement, except the Trustee by reason of such breach, act or omission; (c) if, after the Trust’s Closing Date, the terms of any Mortgage are varied or Investment Adviser’s willful misfeasancewaived in any way with the consent of the Issuer and the Trustee (which shall include but not be limited to any rescheduling of the amounts secured by such Mortgage or renegotiation of such terms), bad faiththe Issuer and the Trustee shall be subject to, and bound by, such variation or gross negligence waiver and the Seller shall not have any obligation therefor or be in any way affected thereby; and (d) except in the performance case of their dutiesfraud, or by reason of reckless disregard no breach of the Trust’s representation and warranty in, nor any act or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding omission in respect of, the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation provisions of rights that the Subadviser may have under federal or state securities laws.paragraph (ll) of Clause

Liability. (a) Except as may otherwise be ELSC shall exercise reasonable care and due diligence in performing the services required by this Agreement. To the provisions of this Agreement extent that ELSC is required to appear in, or is made a defendant in any legal action or other proceeding commenced by a party (other than the Master Servicer, the Trust, the Eligible Lender Trustee or their assignees) with respect to any matter arising hereunder, the Master Servicer shall indemnify and hold ELSC and its officers, directors, employees and agents harmless from all loss, liability and expense (including under Section 14)reasonable attorney’s fees) except for any loss, liability or expense arising out of or relating to ELSC’s acts or omissions with regard to the 1940 Act or performance of services hereunder. (b) ELSC shall indemnify and hold the rules thereunder or other applicable lawMaster Servicer, the Trust (and its assigns including the Indenture Trustee, and the Investment Adviser agree Noteholders) and the Eligible Lender Trustee and their respective officers, directors, employees and agents harmless from all loss, liability and expense (including reasonable attorney’s fees) arising out of or relating to ELSC’s acts or omissions with regard to the performance of services hereunder; provided, however, that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, ELSC shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, such services except for its negligence or by reason of reckless disregard of the Subadviser’s obligations misconduct and duties under this Agreement. Notwithstanding the foregoing, nothing contained provided further that in this Agreement no event shall constitute a waiver ELSC be responsible or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection consequential damages with respect to any act or omission matter whatsoever arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (bc) Either party shall have the right to mitigate its liability under this Agreement by taking such actions as may be appropriate, including but not limited to reperformance. (d) Except as to Student Loans originated by ELSC, (i) ELSC does not assume, and acceptance for servicing shall not result in, any responsibility for the correctness or completeness of Student Loan-related papers or electronic files transmitted to ELSC as a part of or in conjunction with the commitment of any Student Loans to ELSC for servicing under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc., and (ii) ELSC shall not be responsible for any procedural errors or omissions (including due diligence violations) which may otherwise have occurred prior to initiation of servicing of a Student Loan by ELSC under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc. ELSC shall not be required responsible for any inaccurate - 9 - information that would invalidate the guarantee of a Financed Student Loan contained in any Financed Student Loan application, Loan Verification Certificate or related documentation forwarded by the provisions of this Agreement Master Servicer to ELSC. (including under Section 14), e) If a Financed Student Loan is denied the 1940 Act guarantee by a Guarantor or the rules thereunder loss of federal interest, special allowance, and/or insurance benefits due to a breach by ELSC of its obligations under this Agreement, ELSC shall have the right to take any action not prohibited by law or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each personregulation to reduce its losses, if any, whohereunder, including but not limited to curing, at its own expense (to the extent such expenses exceed ELSC standard servicing fee), any origination, due diligence or other servicing violation under this Agreement or under a separate Servicing Agreement with Education Lending Services, Inc. or any affiliate of Education Lending Services, Inc. If any lost guarantee is not reinstated within the meaning of Section 15 twelve (12) months of the 1933 Actdate ELSC learns of the loss of the guarantee on a Financed Student Loan, controls ELSC shall take actions which make the Trust or Investment AdviserLender whole with respect to the Financed Student Loan while maintaining the eligibility for future reinstatement of the guarantee; provided, however, ELSC may delay taking such actions by obtaining the written consent of the Master Servicer not less often than each ninety (90) days that ELSC has reason to believe that the guarantee will be reinstated within time frames permitted by regulations. During such delay, ELSC agrees to pay any accrued interest on the Financed Student Loans that may be uninsured. (f) The Master Servicer shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered enforce its rights under this Agreement, except by reason Section 10 on behalf of the Trust. The parties hereby agree that the Indenture Trustee or the Trust, for the benefit of the Noteholders, may enforce the Master Servicer’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence rights under this Section 10 in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights event that the Subadviser may have under federal or state securities lawsMaster Servicer shall fail to enforce such rights.

Liability. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons shall be liable to the Trust, the Funds, their shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or other person with respect to the Funds. Neither the Sub-Adviser nor its officers, directors, employees, affiliates, agents or controlling persons or assigns shall be liable for any act, omission, error of judgment or mistake of law (awhether or not deemed a breach of this Agreement) Except as may otherwise be required and/or for any loss suffered by the provisions Trust, each Fund, their shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement (including under Section 14)shall be deemed to protect the Sub-Adviser against any liability to the Trust, the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not Fund and/or their shareholders to which it might otherwise be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s any willful misfeasance, bad faith, faith or gross negligence in the performance of its duties or the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreement. Notwithstanding The Trust, on behalf of the foregoingFunds, nothing contained in this Agreement shall constitute a waiver hereby agrees to indemnify and hold harmless the Sub-Adviser, its directors, officers, employees, affiliates, agents and controlling persons (each and “Indemnified Party”) against any and all losses, claims damages or limitation of rights that liabilities (including reasonable attorneys fees and expenses), joint or several, relating to the Trust or Investment Adviser the Funds, to which any such Indemnified Party may have become subject under the Securities Act of 1933, as amended (the “1933 Act”), the Securities Exchange Act of 1934, the Advisers Act, or other federal or state securities lawsstatutory law or regulation, at common law or otherwise. In additionIt is understood, Subadviser however, that nothing in this paragraph 11 shall be liable for protect any damages, expensesIndemnified Party against, or losses in connection with entitle any act or omission arising out of Indemnified Party to, indemnification against any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreement. (b) Except as may otherwise be required by liability to the provisions of this Agreement (including under Section 14)Trust, the 1940 Act Funds or the rules thereunder or other applicable lawtheir shareholders to which such Indemnified Party is subject, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s its willful misfeasance, bad faith, faith or gross negligence in the performance of their its duties, or by reason of any reckless disregard of the Trust’s or Investment Adviser’s its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person The duties of the Subadviser, and each person, if any, who, within Trader shall be confined to those expressly set forth herein with respect to the meaning of Section 15 of the 1933 Act, controls the Subadviser, Allocated Assets. The Trader shall not be liable for, or subject to for any damages, expenses, or losses in connection with, any act or omission connected with or loss arising out of any services rendered under this Agreementportfolio investment or disposition hereunder, except by reason of the Subadviser’s a loss resulting from willful misfeasance, bad faith, faith or gross negligence in the performance of the Subadviser’s its duties, or by reason of reckless disregard of the Subadviser’s its obligations and duties under this Agreementhereunder. Notwithstanding Under no circumstances shall the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall Trader be liable for any damages, expenses, or losses in connection with loss arising out of any act or omission arising out taken by another CTA, or any other third party, in respect of any services rendered portion of the Fund’s assets not managed by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under the Trader pursuant to this Agreement. (bi) Except The Trader hereby acknowledges, understands and agrees that (i) the Company is registered as may otherwise be required by a Segregated Portfolio Company, (ii) the provisions of Company is entering into this Agreement on behalf of SP8 in respect of the Allocated Assets, and (iii) all of the liabilities and obligations of SP8 to the Trader under this Agreement are expressly limited to the assets of SP8 comprising the Allocated Assets. Without in any way limiting the generality of the foregoing, the Trader hereby waives any right to seek redress against any person, entity or property, except SP8 (including under Section 14the Company, the Fund, the Portfolio, the Adviser and any of their respective shareholders, members, partners, directors, officers, principals and affiliates), for amounts or damages due or alleged to be due to the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or Trader from SP8 for claims against SP8 arising out of any services rendered or relating to this Agreement. (ii) The Trader hereby acknowledges and understands that (i) the Onshore LLC is a Delaware series limited liability company, (ii) the Onshore LLC is entering into this Agreement on behalf of Series 8 in respect of the Allocated Assets, and (iii) all of the liabilities and obligations of Series 8 to the Trader under this Agreement, except by reason Agreement are expressly limited to the assets of Series 8 comprising the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence Allocated Assets. Without in any way limiting the performance generality of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in the Trader hereby waives any right to seek redress against any person entity or property, except Series 8 (including the Onshore LLC, the Portfolio, the Fund, the Adviser and any of their respective shareholders, members, partners, directors, officers, principals and affiliates), for amounts or damages due or alleged to be due to the Trader from Series 8 for claims against Series 8 arising out of or relating to this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsAgreement.

Liability. (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Trust and the Investment Adviser agree that the Subadviser, any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, The ISO shall not be liable forfor money damages or other compensation to the Customer for actions or omissions by the ISO in performing its obligations under this Tariff or any Service Agreement thereunder, or subject except to any damages, expenses, or losses in connection with, any the extent such act or omission connected with by the ISO is found to result from its gross negligence or arising out of any services rendered willful misconduct. A Transmission Owner shall not be liable for money damages or other compensation to the Customer for acts or omissions by such Transmission Owner in performing its obligations under this AgreementTariff or any Service Agreement thereunder, except to the extent such act or omission by such Transmission Owner is found to result from its gross negligence or willful misconduct. A Schedule 20A Service Provider shall not be liable for money damages or other compensation to the Customer for action or omissions by such Schedule 20A Service Provider in performing its obligations under this Tariff or any Service Agreement thereunder, except to the extent such act or omission by such Schedule 20A Service Provider is found to result from its gross negligence or willful misconduct. To the extent the Customer has claims against the ISO, a Transmission Owner or Schedule 20A Service Provider, the Customer may only look to the assets of the ISO, a Transmission Owner or Schedule 20A Service Provider (as the case may be) for the enforcement of such claims and may not seek to enforce any claims against the directors, members, shareholders, officers, employees or agents of the ISO, a Transmission Owner or Schedule 20A Service Provider or Affiliate who, the Customer acknowledges and agrees, have no personal or other liability for obligations of the ISO, a Transmission Owner or Schedule 20A Service Provider by reason of their status as directors, members, shareholders, officers, employees or agents of the Subadviser’s willful misfeasanceISO, bad faitha Transmission Owner, Schedule 20A Service Provider or Affiliate. In no event shall the ISO, a Transmission Owner, Schedule 20A Service Provider or any Customer be liable for any incidental, consequential, multiple or punitive damages, loss of revenues or profits, attorneys fees or costs arising out of, or gross negligence connected in any way with the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s obligations and duties non-performance under this Agreement. Tariff or any Service Agreement thereunder Notwithstanding the foregoing, nothing contained in this Agreement section shall constitute diminish a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling SubadviserCustomer’s obligations under this Agreement. (b) Except as may otherwise be required by the provisions Section I.5.3 of this Agreement (including Tariff or under Section 14)Schedules 18, the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust 20 and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 21 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsOATT.

Liability. Neither the HBA of F-M, the City of Fargo, the FARGODOME Authority, the General Manager of the FARGODOME, Global Spectrum LP, a Delaware limited partnership, nor any member of the Events Committee and Home & Garden Show Committee, nor their directors, officers, employees, or agents will be responsible for any death, injuries to persons, or for loss or damage to property that may occur to the Exhibitor or its directors, officers, employees, agents, or invitees, from any cause whatsoever arising or resulting directly or indirectly from the use or occupancy of the FARGODOME or the participation in the RRV Home & Garden Show. By signing the Contract, or by displaying without a signed Contract (a) Except as may otherwise be required by the provisions of this Agreement (including under Section 14implying acceptance), the 1940 Act Exhibitor, for itself, its directors, officers, employees, agents, and invitees, expressly releases the above-named entities and persons from any and all claims, demands, damages, losses, actions or causes of action of whatsoever kind for any such loss, damage, death, or injury and assumes responsibility for the same and agrees not to hold the above-entities or persons responsible or liable. Indemnification Exhibitor agrees to assume, defend, protect, indemnify, and hold harmless the HBA of F-M, the City of Fargo, the FARGODOME Authority, the General Manager of the FARGODOME, Global Spectrum LP, a Delaware limited partnership, and any member of the Events Committee and Home & Garden Show Committee, and their directors, officers, employees, agents, and invitees (“Indemnified Parties”) against any and all claims, demands, damages, losses, actions or causes of action of whatsoever kind arising or resulting directly or indirectly from the use or occupancy of the FARGODOME or the rules thereunder participation in the RRV Home & Garden Show by the Exhibitor, its directors, officers, employees, agents or other applicable lawinvitees unless the claims, the Trust and the Investment Adviser agree that the Subadviserdemands, any affiliated person losses, actions or causes of action are a result of the Subadviser, and each person, if any, who, within the meaning actions or fault of Section 15 one of the 1933 ActIndemnified Parties. Exhibitor shall indemnify and hold harmless the Indemnified Parties from all loss or expense arising from any liability or claim of liability for any death, controls the Subadviser, shall not be liable for, injuries or subject damages to any damages, expenses, persons or losses in connection with, any act loss or omission connected with damage to property sustained or arising out of any services rendered under this Agreement, except claimed to have been sustained by anyone by reason of the Subadviseruse of the FARGODOME for the RRV Home & Garden Show, whether such use was authorized or not, unless the loss, expense or damage is a result of the action or fault of one of the Indemnified Parties. Exhibitor also agrees to pay for any and all damages to the FARGODOME and to place all property destroyed or damaged in its original condition, if such loss or damages arises or results directly or indirectly from the Exhibitors use or occupancy of the FARGODOME or Exhibitor’s willful misfeasanceparticipation in the RRV Home & Garden Show unless such loss or damage is the result of the action or fault of one of the Indemnified Parties and only to the extent that such loss is not caused by risk such as fire or other perils covered by fire or other extended insurance policies. Exhibitor agrees to indemnify and hold harmless the Indemnified Parties from any claims from anyone for loss or damage to property placed on the FARGODOME Parties. In the event that any such claims, bad faithdemands, damages, losses, actions or causes of action shall be asserted, or gross negligence in the performance action or other proceeding instituted against any of the Subadviser’s dutiesIndemnified Parties, Exhibitor shall defend against such claims, demands, damages, losses, actions or causes of action or other proceeding by counsel satisfactory to the HBA of F-M. If Exhibitor fails to defend, the HBA of F-M has a right to conduct a defense. The HBA of F-M, shall also be entitled to recover from Exhibitors the full amount of all losses sustained as a result of any such claims, demands, damages, losses, actions or causes of action of whatsoever kind, or by reason judgments including recovery for the attorney fees and costs of reckless disregard of the Subadviser’s obligations and duties under this Agreement. Notwithstanding the foregoingdefending against any such claims, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In additiondemands, Subadviser shall be liable for any damages, expenseslosses, actions or losses in connection with any act or omission arising out causes of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations under this Agreementaction. (b) Except as may otherwise be required by the provisions of this Agreement (including under Section 14), the 1940 Act or the rules thereunder or other applicable law, the Subadviser agrees that the Trust and the Investment Adviser, any affiliated person thereof, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities laws.

Liability. (a) Except as may otherwise Logistics Service Provider agrees that it will be required fully responsible, without limitation, for any loss or damage to Company’s cargo while such cargo is in the possession or control of Logistics Service Provider. Logistics Service Provider’s liability shall be for the cost of the cargo plus any expenses incurred by Company pertaining to the provisions cargo to the time of this Agreement (including under Section 14)the loss or damage including, without limitation, duties, transportation charges, forwarding and brokerage fees, etc. This provision shall not limit or detract from Company’s right to assert claims against other parties for the same damages including, without limitation, the 1940 Act or ocean carrier under whose through ▇▇▇▇ of lading the rules thereunder or other applicable lawcargo is carried. (b) Logistics Service Provider agrees that it will also be liable, the Trust and the Investment Adviser agree that the Subadviserwithout limitation, for any affiliated person of the Subadviser, and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Subadviser, shall not be liable for, or subject direct extra expenses incurred by Company arising from Logistics Service Provider’s failure to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Subadviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Subadviser’s duties, or by reason of reckless disregard of the Subadviser’s discharge its obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Trust or Investment Adviser may have under federal or state securities laws. In addition, Subadviser shall be liable for any damages, expenses, or losses in connection with any act or omission arising out of any services rendered by third parties that Subadviser hires in connection with fulfilling Subadviser’s obligations responsibilities under this Agreement. (bc) Except as may otherwise Company shall have (i) twelve months from the date of delivery, or (ii) a reasonable time if the goods are not delivered, in which to file a claim with Logistics Service Provider. If the amount or extent of the claim cannot reasonably be required determined within the 1 month period, the time for filing the claim shall automatically be extended for an additional 3 months. (d) All claims shall be paid, settled, or disallowed by Logistics Service Provider within 7 days of filing. If no response is received within this time, Company will assume the provisions claim has been allowed and deduct the amount claimed from the next payment(s) of Logistic Service Provider invoices. Whenever Logistics Service Provider disallows a claim by Company, it shall provide a lawful reason for doing so, which shall be stated in writing by Logistics Service Provider itself, not its insurer. Company shall have 2 years and 1 day from the date of Logistic Service Provider’s response to its claim in which to file suit against Logistic Service Provider for loss or damages arising from such claim. (e) Logistics Service Provider shall indemnify, defend and hold harmless Company, its officers, employees, agents, representatives and affiliates from and against any and all liability, loss, damages, claims, suits, costs or expenses, including reasonable attorneys’ fees, asserted against Company based upon, arising out of or in connection with (i) any acts or omissions by Logistics Service Provider or its agents, sub-agents, representatives or employees, (ii) any breach or non-fulfillment of any representation, warranty or covenant of Logistics Service Provider provided herein, or (iii) any claim, losses, damages, costs, or expenses asserted against Company by Logistics Service Provider, its employees, agents or any other person for any injury (including sickness, disease or death) or claim or injury to property arising out of or in connection with the performance of this Agreement Agreement. (including under Section 14)f) No salvage of any kind or nature shall be sold or offered for sale or in any other way disposed of to any third party without the prior written consent of Company. All salvage receipts shall be payable to Company and credited against Company’s claim against Logistics Service Provider. Unless Company directs otherwise, all freight subject to salvage shall be returned to Company, at Logistics Service Provider’s sole cost and expense, for salvage and appropriate credit. Company may determine, within its sole discretion, subject to a reasonableness standard, whether the goods may be salvaged, and if salvageable, the 1940 Act or the rules thereunder or other value of such salvage. Such decision will be consistent with all applicable law, the Subadviser agrees that the Trust federal and the Investment Adviser, any affiliated person thereof, provincial regulations. (g) Logistics Service Provider’s responsibilities and each person, if any, who, within the meaning of Section 15 of the 1933 Act, controls the Trust or Investment Adviser, liabilities set forth above shall not be liable for, limited in any manner whatsoever by any terms incorporated by reference into this Agreement or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of the Trust’s or Investment Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of their duties, or by reason of reckless disregard of the Trust’s or Investment Adviser’s obligations and duties under this Agreement. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute a waiver or limitation of rights that the Subadviser may have under federal or state securities lawsdocumentation issued by Logistics Service Provider.