Common use of Limitation of Liability; Indemnification Clause in Contracts

Limitation of Liability; Indemnification. To the full extent permitted by applicable law, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Company for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable law.

Limitation of Liability; Indemnification. To the full maximum extent permitted by under the Act and other applicable law, no Member, Director or Officer shall be personally liable for any debt, obligation or liability of the Adviser (and its officersCompany merely by reason of being a Member, managersDirector or Officer. Furthermore, partners, agents, employees, controlling persons, members and any other person no Director or entity affiliated with any such person or entity or with the Adviser) Officer shall not be personally liable to the Company or its Members for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from monetary damages for a breach of fiduciary duty by such Director or Officer; provided that this provision shall not eliminate or limit the liability of a Director or Officer for any of the following: (as i) any breach of the same is finally determined by judicial proceedings) with respect duty of loyalty to the receipt Company or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of compensation for serviceslaw; or (iii) a transaction from which the Director or Officer derived an improper personal benefit or a wrongful distribution in violation of Section 807 of the Act. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent applicableof Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Director or Officer, in connection with the business of the Company, including reasonable attorneys’ fees incurred by such Director in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent permitted under the Act and other applicable law, in the event of any action by a Unit Holder against any Director or Officer, including a derivative suit, the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) save and hold them harmless from harmless, and against pay all damagescosts, liabilities, costs damages and expenses (of such Director or Officer, including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right defense of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Companysuch action. Notwithstanding the preceding sentence of this Article VI foregoing provisions, no Director or Officer shall be indemnified by the Company to the contrary, nothing contained herein shall protect extent prohibited or be deemed to protect limited by the Indemnified Parties Act. The Company may purchase and maintain insurance on behalf of any Director or Officer in his or her official capacity against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to described in this Section, whether or not the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith required to indemnify such Director or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawOfficer against such liability.

Limitation of Liability; Indemnification. To the full extent permitted by applicable law, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Company Fund for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the CompanyFund, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company Fund shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company Fund or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the CompanyFund. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company Fund or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith faith, gross negligence, or gross negligence reckless disregard in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company Fund of any rights or remedies which may not be so limited or waived in accordance with applicable law.

Limitation of Liability; Indemnification. To the full fullest extent permitted by applicable law, the Adviser (Investment Manager, its members and its their respective officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with of them (collectively, the Adviser) “Indemnified Parties”), shall not be liable to the Company for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) Investment Manager in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except as otherwise provided herein or to the extent specified in Section 36(b) of the 1940 Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services. To the fullest extent permitted by law, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser Indemnified Parties (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the AdviserInvestment Manager’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence foregoing provisions of this Article VI Section 6.1 to the contrarycontrary and in accordance with Section 17(i) of the Investment Company Act, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviserany Indemnified Party’s duties or by reason of the reckless disregard of the AdviserInvestment Manager’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunderInvestment Company Act). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable law.

Limitation of Liability; Indemnification. To the full maximum extent permitted by under the Act and other applicable law, no Member, Governor or Officer shall be personally liable for any debt, obligation or liability of the Adviser (and its officersCompany merely by reason of being a Member, managersGovernor or Officer. Furthermore, partners, agents, employees, controlling persons, members and any other person no Governor or entity affiliated with any such person or entity or with the Adviser) Officer shall not be personally liable to the Company or its Members for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from monetary damages for a breach of fiduciary duty by such Governor or Officer; provided that this provision shall not eliminate or limit the liability of a Governor or Officer for any of the following: (as i) any breach of the same is finally determined by judicial proceedings) with respect duty of loyalty to the receipt Company or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of compensation for serviceslaw; (iii) a transaction from which the Governor or Officer derived an improper personal benefit (iv) a wrongful distribution in violation of Sections 80A.23 or 322B.56 of the Act; or (v) any act or omission occurring before the Effective Date of this Agreement. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent applicableof Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Governor or Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Governor or Officer, in connection with the business of the Company, including reasonable attorneys’ fees incurred by such Governor in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent permitted under the Act and other applicable law, in the event of any action by a Unit Holder against any Governor or Officer, including a derivative suit, the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) save and hold them harmless from harmless, and against pay all damagescosts, liabilities, costs damages and expenses (of such Governor or Officer, including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right defense of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Companysuch action. Notwithstanding the preceding sentence of this Article VI foregoing provisions, no Governor or Officer shall be indemnified by the Company to the contrary, nothing contained herein shall protect extent prohibited or be deemed to protect limited by the Indemnified Parties Act. The Company may purchase and maintain insurance on behalf of any Governor or Officer in his or her official capacity against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to described in this Section, whether or not the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith required to indemnify such Governor or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawOfficer against such liability.

Limitation of Liability; Indemnification. To Organizer is responsible for the full administrative organization of the Event solely. Organizer assumes no responsibility for, makes no statement (whether implied or express) on the content or information presented or opinions expressed or products, services or investments offered at or during the Event. In particular, by the invitation or admittance of any Attendee, speaker or other partner, Organizer makes no statement (whether implied or express) or recommendation with regard to such Attendee, speaker or other partner, his/her statements and opinions or the services or investments offered or the business conducted by him/her. If and to the extent permitted by applicable lawyou consider to make an investment decision at or during the Event, the Adviser (you do this on your own risk and based on consultation with your own investment advisors. Neither Organizer nor its shareholders, officers, managersdirectors, partnersemployees, agents, independent contractors or representatives shall be responsible for any injury, loss, or damage, including any circumstances for special, incidental, indirect, consequential (including but not limited to lost opportunities or profits), or punitive damages, that may occur to Attendee or to Attendee’s agents, employees, controlling personsaffiliated personnel, members officers, directors, shareholders, contractors or representatives or any of their property, businesses, or other activities from any cause whatsoever, prior to, during, or after or otherwise in connection with the Event, and any other person or entity affiliated with any such person or entity or with liability shall be waived to the Adviser) fullest extent. To the extent such waiver is not fully enforceable under applicable law, such liability shall not be liable to exceed the Company for any action taken or omitted to be taken fees paid by the Adviser (respective Attendee. By registering for the Event, Attendee assumes all such risk and expressly releases, and agrees to indemnify, defend and hold harmless, Organizer and its shareholders, officers, managersdirectors, partnersemployees, agents, independent contractors and representatives from all claims for such loss, injury, or damages. Furthermore, Attendee releases and discharges Organizer and its shareholders, officers, directors, employees, agents, independent contractors and representatives from all liabilities arising out of, or in any way related to, the selection, rejection, or removal of Attendee to or from the Event and enforcement of the Terms of Attendance. Attendee also hereby agrees to indemnify, defend and hold harmless Organizer and its shareholders, officers, directors, employees, agents, independent contractors and representatives, from and against any and all losses, damages, suits, claims, causes of action, liabilities, expenses, costs and attorneys’ fees incurred, arising out of, resulting from Attendee’s infringement of the intellectual property rights or other rights of any third party, or any of its agents, employees, controlling personsaffiliated personnel, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managersdirectors, partnersshareholders, agents, employees, controlling persons, members and any other person contractors or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawrepresentatives.

Limitation of Liability; Indemnification. To the full maximum extent permitted by under the Act and other applicable law, the Adviser (and its officersno Member or Director of this Company shall be personally liable for any debt, managers, partners, agents, employees, controlling persons, members and any other person obligation or entity affiliated with any such person liability of this Company merely by reason of being a Member or entity Director or with the Adviser) both. No Director of this Company shall not be personally liable to the this Company or its Members for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from monetary damages for a breach of fiduciary duty by such Director; provided that this provision shall not eliminate or limit the liability of a Director for any of the following: (as the same is finally determined by judicial proceedingsi) with respect to the receipt of compensation an improper financial benefit to which the Director is not entitled; (ii) liability for servicesreceipt of distributions in violation of the Articles, this Agreement, or Section 17-76,110 of the Act; (iii) a knowing violation of law; or (iv) acts or omissions involving fraud, bad faith or willful misconduct. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent applicableof Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or officer or director of such Director relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Director, officer, or director in connection with the business of the Company, including reasonable attorneys’ fees incurred by such Director, officer, or director in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent permitted under the Act and other applicable law, in the event of any action by a Unit Holder against any Director, including a derivative suit, the Company shall indemnify, defend save harmless, and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against pay all damagescosts, liabilities, costs damages and expenses (of such Director, including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right defense of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Companysuch action. Notwithstanding the preceding sentence of this Article VI foregoing provisions, no Director shall be indemnified by the Company to the contrary, nothing contained herein shall protect extent prohibited or be deemed limited (but only to protect the Indemnified Parties extent limited) by the Act. The Company may purchase and maintain insurance on behalf of any Person in such Person’s official capacity against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to asserted against and incurred by such Person in or arising from that capacity, whether or not the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in required to indemnify the performance of Person against the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawliability.

Limitation of Liability; Indemnification. To the full maximum extent permitted by under the Act and other applicable law, the Adviser Company, its receiver, or its trustee (and in the case of its officersreceiver or trustee, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with to the Adviserextent of Company Property) shall not be liable indemnify, save and hold harmless, and pay all judgments and claims against each Governor or Officer relating to the Company for any action taken liability or damage incurred by reason of any act performed or omitted to be taken performed by the Adviser (and its officerssuch Governor or Officer, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser business of the Company, except to or in the extent specified in Section 36(b) event of the 1940 Act concerning loss resulting from any action by a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for servicesUnit Holder against a Governor, to the extent applicableincluding a derivative suit, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by such Governor or officer in connection with the Indemnified Parties in or by reason defense of any pendingaction based on any such act or omission, threatened provided that (i) the Governor or completed actionofficer has determined, suitin good faith, investigation that the course of conduct which caused the loss or other proceeding (including an action or suit by or liability was in the right best interest of the Company; (ii) the Governor or officer was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result of negligence or misconduct by the Governor or officer; and (iv) such indemnification or agreement to hold harmless is recoverable only out of Company net assets and not from the holders of any Membership Interests. The advancement of Company funds to a Governor or officer for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought shall be allowed only if: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (ii) the legal action is initiated by a third party who is not a holder of any Membership Interests, or the legal action is initiated by a holder of a Membership Interest and a court of competent jurisdiction specifically approves such advancement; and (iii) the Governor or officer undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which such person is found not to be entitled to indemnification. Notwithstanding anything to the contrary above, a Governor or officer shall be indemnified for losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws only if one or more of the following conditions is met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and the published position of any state securities regulatory authority in which securities of the Company were offered or its security holders) arising out sold as to indemnification for violations of or otherwise based upon the performance securities laws. The Company may purchase and maintain insurance on behalf of any of the AdviserPerson in such Person’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties official capacity against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to asserted against and incurred by such Person in or arising from that capacity, so long as the Company or its security holders does not incur the cost of that portion of liability insurance which insures such Person for any liability as to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations Person is prohibited from being indemnified under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawparagraph.

Limitation of Liability; Indemnification. To the full extent permitted by applicable law, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Company for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable law.

Limitation of Liability; Indemnification. To the full extent permitted by applicable law, the Adviser Administrator (and its officers, managers, partners, agents, employees, controlling persons, members members, and any other person or entity affiliated with any such person or entity or with the AdviserAdministrator, including without limitation its members) shall not be liable to the Company or its stockholders for any action taken act or omitted to be taken omission by the Adviser Administrator (and its officers, managers, partners, agents, employees, controlling persons, members members, and any other person or entity affiliated with any such person or entity or with the AdviserAdministrator, including without limitation its members) in connection with the performance of any of its duties or obligations under this Agreement or otherwise acting as an investment adviser of administrator for the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser Administrator (and its officers, managers, partners, agents, employees, controlling persons, members members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, the Adviser, each of whom shall be deemed a third third-party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the AdviserAdministrator’s duties or obligations under this Agreement or otherwise as an investment adviser of administrator for the Company. Notwithstanding the preceding sentence of this Article VI IV to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the AdviserAdministrator’s duties or by reason of the reckless disregard of the AdviserAdministrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable law.

Limitation of Liability; Indemnification. To the full extent permitted by applicable law, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) 6.1 The Distributor shall not be liable to for any error of judgment or mistake of law or for any loss suffered by the Company for any action taken in connection with matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or omitted negligence on the Distributor’s part in the performance of its duties, from breach of its obligations under this Agreement, or from the Distributor’s failure to be taken by the Adviser (comply with laws, rules, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) regulations applicable to it in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser distribution of the Company, except Shares. The Company agrees to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect hold harmless the Adviser (Distributor, its several officers and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with who controls the AdviserDistributor within the meaning of Section 15 of the Securities Act, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against any and all damagesclaims, liabilitiesdemands, costs liabilities and expenses (including the reasonable attorneys’ cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor, its officers and amounts reasonably paid in settlementemployees, or any such controlling person, may incur (a) incurred by as the Indemnified Parties in or by reason result of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right acting as distributor of the Company and entering into selling agreements, shareholder servicing agreements or its security holderssimilar agreements with financial intermediaries on behalf of the Company; (b) arising out of or otherwise based upon (i) any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement, (ii) any omission, or alleged omission, to state a material fact required to be stated in the Registration Statement or necessary to make the statements therein not misleading or (iii) any Company-related advertisement or sales literature not provided to Distributor by Company or its agent for review and approval hereunder or any such material not approved by Distributor that contains any untrue statement, or alleged untrue statement, of a material fact, or any omission, or alleged omission, to state a material fact required to be stated therein to make the statements therein not misleading, notwithstanding the exercise of reasonable care in the preparation or review thereof by the Distributor; or (c) arising out of or based upon the performance electronic processing of any of orders over the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of internet at the Company’s request. Notwithstanding the preceding sentence foregoing the Company’s agreement to indemnify the Distributor, its officers or employees, and any such controlling person shall not be construed to cover any claims, demands, liabilities or expenses arising out of this Article VI to the contraryor based upon (a) any statements or representations as are contained in any Prospectus, nothing contained herein shall protect advertisement or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification sales literature as are furnished in respect of, any liability writing to the Company by the Distributor for use in the Registration Statement or its security holders in corresponding statements made in the Prospectus, advertisement or sales literature, or any omission to which state a material fact required to be stated in such materials that would be necessary to make the Indemnified Parties would otherwise be subject by reason of information therein not misleading, or (b) (i) the willful misfeasance, bad faith or gross negligence of the Distributor in the performance of its duties under this Agreement or the AdviserDistributor’s duties or by reason of the reckless disregard of the Adviser’s its obligations and duties and obligations under this Agreement Agreement, or (as ii) to the same shall be determined extent that such liability arises from an event or transaction over which the Distributor exercises the primary control and responsibility, the negligence of the Distributor in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or performance of its staff thereunder). Nothing in duties under this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawAgreement.

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

Limitation of Liability; Indemnification. To (a) Medical Mutual may rely upon and act upon any writing from any person authorized by the full extent permitted Employer to give instructions concerning the program and may conclusively rely upon and be protected in acting upon any written order from the Employer or upon any other notice, request, consent, certificate, or other instructions or paper reasonably believed by applicable lawit to have been executed by a duly authorized person, so long as it acts in good faith in taking or omitting to take any such action. Medical Mutual need not inquire as to the Adviser (basis in fact of any statement in writing received from the Employer or any other party authorized by the Employer to act with respect to the program. Medical Mutual shall be entitled to rely upon the information provided by the Employer in performance of its duties hereunder. The Employer shall indemnify and hold Medical Mutual and its successors, parents, subsidiaries and affiliates and all of their respective officers, managersdirectors, partnersemployees, agents, successors and permitted assigns (the “Medical Mutual Parties”) harmless against any and all liabilities, losses, costs or expenses (including reasonable legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against Medical Mutual at any time to the extent such liability, loss or expense results from the Employer’s negligence, breach of the terms hereof, or willful misconduct under this Agreement. Medical Mutual shall indemnify and hold the Employer and its successors, parents, subsidiaries and affiliates and all of their respective officers, directors, employees, controlling personsagents, members successors and permitted assigns (the “Employer Parties”) harmless against any other person and all liabilities, losses, costs or entity affiliated expenses (including reasonable legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against the Employer Parties at any time to the extent such liability, loss or expense results from Medical Mutual’s negligence, breach of the terms hereof, or willful misconduct under this Agreement. Further, the Employer shall indemnify and hold Medical Mutual harmless against any and all liabilities, losses, costs or expenses (including reasonable legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against Medical Mutual at any time in connection with any such person or entity or (i) services performed by Medical Mutual in accordance with the Adviserterms of this Agreement, (ii) Medical Mutual’s having acted upon the directions of the Employer hereunder, or (iii) Medical Mutual’s having failed to act as a result of the Employer’s directions not to act, or in the absence of Employer directions. Whenever a party becomes aware of a claim that may be subject to the provisions of this Section, it shall not notify the other party as soon as practicable, and both parties shall reasonably cooperate in the resolution of such matter. Neither party shall be liable to the Company other for any action taken indirect, incidental, consequential, special delay, or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawpunitive damages whatsoever.

Limitation of Liability; Indemnification. To the full maximum extent permitted by applicable law, the Adviser entire liability of intuit, its affiliates and suppliers for all claims relating to this agreement shall be limited to the amount you paid for the membership term services during the twelve (12) months prior to such claim. Subject to applicable law, Intuit, its affiliates and suppliers are not liable for any of the following: (a) indirect, special, incidental, punitive or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet intuit systems requirements. The above limitations apply even if Intuit and its officers, managers, partners, agents, employees, controlling persons, members affiliates and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Company for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser suppliers have been advised of the Companypossibility of such damages. This agreement sets forth the entire liability of intuit, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) its affiliates and your exclusive remedy with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (services and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) use. You agree to indemnify and hold them Intuit and its Affiliates and Suppliers harmless from any and against all damagesclaims, liabilitiesliability and expenses, costs and expenses (including reasonable attorneys’ ' fees and amounts reasonably paid costs, arising out of: (i) your use of the Services in settlementbreach of any laws or regulations; (ii) incurred your breach of Section 1, QuickBooks Certification Additional Terms and Conditions included in Exhibit B, and Section F of this Agreement; (iii) any breach by the Indemnified Parties in you of any third party rights (including intellectual property rights); (iv) your willful breach of this Agreement; or (v) any other breach of this Agreement, (collectively referred to as "Claims"). Further, you agree to indemnify Intuit resulting from any suit or proceeding based upon a claim arising (i) by reason of any pending, threatened your performance or completed action, suit, investigation or other proceeding non-performance under this Agreement; (including an action or suit by or in the right of the Company or its security holdersii) arising out of or otherwise based upon your use of the performance Intuit Marks in any manner whatsoever except in the form expressly licensed under this Agreement; (iii) a breach of any representation, warranty, or obligation made by Member contained in the terms of this Agreement, and/or (iv) for any personal injury, product liability, or other claim arising from the promotion and/or provision of products or services by you. Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims. Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims. You agree to reimburse Intuit upon demand for any expenses reasonably incurred by Intuit in defending such claim, including, without limitation, attorney's fees and costs, as well as any judgment or settlement of the Adviser’s duties claim or obligations under this Agreement or otherwise as an investment adviser of proceeding. In no event may you enter into any third party agreements which would in any manner whatsoever affect the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect rights of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall bind Intuit in any way constitute a waiver or limitation by manner without the Company prior written consent of any rights or remedies which may not be so limited or waived in accordance with applicable lawIntuit.

Limitation of Liability; Indemnification. To the full extent permitted by applicable law, the Adviser (None of ERC and its directors, officers, managers, partners, agents, employees, controlling persons, members agents and any other person or entity affiliated with any such person or entity or with the Adviseremployees (each an "ERC Indemnified Person") shall not be liable liable, responsible or accountable in damages to the Company Evercel for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under the Services rendered pursuant to this Agreement or otherwise as an investment adviser by any ERC Indemnified Person in good faith and in a manner reasonably believed by such ERC Indemnified Person to be within the scope of the Companyauthority granted to ERC by this Agreement, except for acts or omissions constituting gross negligence or willful misconduct of such ERC Indemnified Person. Evercel agrees to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) indemnify and hold them harmless each ERC Indemnified Person from and against any and all damagesclaims, liabilitieslosses, costs causes of action, damages and expenses liabilities (including all reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders' fees) arising out of or otherwise based upon the performance of in connection with Services rendered or to be rendered by any of the Adviser’s duties or obligations under ERC Indemnified Person pursuant to this Agreement or otherwise as an investment adviser any act or omission performed or omitted by any ERC Indemnified Person in good faith on behalf of Evercel and in a manner reasonably believed by such ERC Indemnified Person to be within the scope of the Company. Notwithstanding the preceding sentence of authority granted to ERC by this Article VI Agreement, except that ERC Indemnified Persons shall not be entitled to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification indemnified in respect ofof any loss, any liability to the Company damage or its security holders to which the Indemnified Parties would otherwise be subject claim incurred by reason of willful misfeasance, bad faith or gross negligence in the performance or willful misconduct of any ERC Indemnified Person. ERC agrees to indemnify and hold harmless Evercel and each of its directors, officers, agents and employees from and against any and all claims, losses, causes of action, damages and liabilities (including all reasonable attorneys' fees) arising out of the Adviser’s duties gross negligence or by reason willful misconduct of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined any ERC Indemnified Person in accordance connection with the 1940 Act and the Advisers Act and any interpretations Services rendered or guidance by the SEC or its staff thereunder). Nothing in to be rendered pursuant to this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawAgreement.

Limitation of Liability; Indemnification. To the full maximum extent permitted under the Act and other applicable law, no Member or Director of the Company shall be personally liable for any debt, obligation or liability of this Company merely by reason of being a Member or Director or both. No Director of this Company shall be personally liable to this Company or its Members for monetary damages; provided that this provision shall not eliminate or limit the liability of a Director for any of the following: (i) a breach of the duty of loyalty; (ii) a financial benefit received by the Director to which the Director is not entitled; (iii) a breach of a duty under Section 489.406 of the Act; (iv) intentional infliction of harm on the Company or a Member; or (v) an intentional violation of criminal law.. To the maximum extent permitted under the Act and other applicable law, the Adviser Company, its receiver, or its trustee (and in the case of its officersreceiver or trustee, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with to the Adviserextent of Company Property) shall not be liable indemnify, save and hold harmless, and pay all judgments and claims against each Director or officer relating to the Company for any action taken liability or damage incurred by reason of any act performed or omitted to be taken performed by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person such Director or entity affiliated with any such person or entity or with the Adviser) officer in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser business of the Company, except to including reasonable attorneys' fees incurred by such Director or officer in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent specified permitted under the Act and other applicable law, in Section 36(b) the event of the 1940 Act concerning loss resulting from any action by a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for servicesUnit Holder against any Director, to the extent applicableincluding a derivative suit, and the Company shall indemnify, defend save harmless, and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against pay all damagescosts, liabilities, costs damages and expenses (of such Director, including reasonable attorneys’ ' fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right defense of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Companysuch action. Notwithstanding the preceding sentence of this Article VI foregoing provisions, no Director shall be indemnified by the Company to the contrary, nothing contained herein shall protect extent prohibited or be deemed limited (but only to protect the Indemnified Parties extent limited) by the Act. The Company may purchase and maintain insurance on behalf of any Person in such Person's official capacity against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to asserted against and incurred by such Person in or arising from that capacity, whether or not the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in required to indemnify the performance of Person against the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawliability.

Limitation of Liability; Indemnification. To the full extent permitted by applicable law, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Advisera) The Administrator shall not be liable to the Company Fund for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) Administrator in connection with the performance of any of its duties or obligations under this Agreement Agreement, except for losses, damages or otherwise as an investment adviser expenses caused by or resulting from or attributable to willful misconduct, bad faith or negligence by the Administrator in the performance of its obligations or duties or by reason of its reckless disregard of the Company, except to obligations and duties under this Agreement. The Fund shall indemnify the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) Administrator and hold them it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ ' fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties Administrator in or by reason of any pendingclaim, threatened or completed demand, action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator in connection with the performance of any of the Adviser’s its duties or obligations under this Agreement Agreement, provided that no indemnification shall be available for acts or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI omissions attributable to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasancemisconduct, bad faith or gross negligence by the Administrator in the performance of the Adviser’s its obligations or duties or by reason of the its reckless disregard of the Adviser’s obligations and duties and obligations under this Agreement (as Agreement, and provided further, that the same Administrator shall be determined in accordance entitled to indemnification hereunder only to the extent consistent with the 1940 Act Act. For purposes of this Section 5(a), the Administrator shall include its officers and the Advisers Act employees and any interpretations persons to whom duties or guidance obligations are delegated by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawAdministrator hereunder.

Limitation of Liability; Indemnification. To the full extent permitted by applicable law, the Adviser Administrator (and its officers, managers, partners, agents, employees, controlling persons, members members, and any other person or entity affiliated with any such person or entity or with the AdviserAdministrator, including without limitation, its members) shall not be liable to the Company Fund or its shareholders for any action taken act or omitted to be taken omission by the Adviser Administrator (and its officers, managers, partners, agents, employees, controlling persons, members members, and any other person or entity affiliated with any such person or entity or with the AdviserAdministrator, including without limitation its members) in connection with the performance of any of its duties or obligations under this Agreement or otherwise acting as an investment adviser of administrator for the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicableFund, and the Company Fund shall indemnify, defend and protect the Adviser Administrator (and its officers, managers, partners, agents, employees, controlling persons, members members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, the Adviser, each of whom shall be deemed a third third-party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company Fund or its security holders) arising out of or otherwise based upon the performance of any of the AdviserAdministrator’s duties or obligations under this Agreement or otherwise as an investment adviser of administrator for the CompanyFund. Notwithstanding the preceding sentence of this Article VI IV to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company Fund or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence or reckless disregard of its obligations in the performance of the AdviserAdministrator’s duties or by reason of the reckless disregard of the AdviserAdministrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable law.

Limitation of Liability; Indemnification. To the full maximum extent permitted by under the Act and other applicable law, no Member, Governor or Officer shall be personally liable for any debt, obligation or liability of the Adviser (and its officersCompany merely by reason of being a Member, managersGovernor or Officer. Furthermore, partners, agents, employees, controlling persons, members and any other person no Governor or entity affiliated with any such person or entity or with the Adviser) Officer shall not be personally liable to the Company or its Members for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from monetary damages for a breach of fiduciary duty by such Governor or Officer; provided that this provision shall not eliminate or limit the liability of a Governor or Officer for any of the following: (as i) any breach of the same is finally determined by judicial proceedings) with respect duty of loyalty to the receipt Company or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of compensation for serviceslaw; (iii) a transaction from which the Governor or Officer derived an improper personal benefit; or, (iv) a wrongful distribution in violation of the Act. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent applicableof Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Governor or Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Governor or Officer, in connection with the business of the Company, including reasonable attorneys’ fees incurred by such Governor in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent permitted under the Act and other applicable law, in the event of any action by a Unit Holder against any Governor or Officer, including a derivative suit, the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) save and hold them harmless from harmless, and against pay all damagescosts, liabilities, costs damages and expenses (of such Governor or Officer, including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right defense of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Companysuch action. Notwithstanding the preceding sentence of this Article VI foregoing provisions, no Governor or Officer shall be indemnified by the Company to the contrary, nothing contained herein shall protect extent prohibited or be deemed to protect limited by the Indemnified Parties Act. The Company may purchase and maintain insurance on behalf of any Governor or Officer in his or her official capacity against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to described in this Section, whether or not the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith required to indemnify such Governor or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawOfficer against such liability.

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

Limitation of Liability; Indemnification. To the full maximum extent permitted by under the Act and other applicable law, no Member, Governor or Officer shall be personally liable for any debt, obligation or liability of the Adviser (and its officersCompany merely by reason of being a Member, managersGovernor or Officer. Furthermore, partners, agents, employees, controlling persons, members and any other person no Governor or entity affiliated with any such person or entity or with the Adviser) Officer shall not be personally liable to the Company or its Members for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from monetary damages for a breach of fiduciary duty by such Governor or Officer; provided that this provision shall not eliminate or limit the liability of a Governor or Officer for any of the following: (as i) any breach of the same is finally determined by judicial proceedings) with respect duty of loyalty to the receipt Company or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of compensation for serviceslaw; (iii) a transaction from which the Governor or Officer derived an improper personal benefit (iv) a wrongful distribution in violation of Sections 10-32-87 or 10-32-99 of the Act; or (v) any act or omission occurring before the Effective Date of this Agreement. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent applicableof Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Governor or Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Governor or Officer, in connection with the business of the Company, including reasonable attorneys’ fees incurred by such Governor in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent permitted under the Act and other applicable law, in the event of any action by a Unit Holder against any Governor or Officer, including a derivative suit, the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) save and hold them harmless from harmless, and against pay all damagescosts, liabilities, costs damages and expenses (of such Governor or Officer, including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right defense of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Companysuch action. Notwithstanding the preceding sentence of this Article VI foregoing provisions, no Governor or Officer shall be indemnified by the Company to the contrary, nothing contained herein shall protect extent prohibited or be deemed to protect limited by the Indemnified Parties Act. The Company may purchase and maintain insurance on behalf of any Governor or Officer in his or her official capacity against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to described in this Section, whether or not the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith required to indemnify such Governor or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawOfficer against such liability.

Limitation of Liability; Indemnification. To the full maximum extent permitted under the Act and other applicable law, no Member or Director of the Company shall be personally liable for any debt, obligation or liability of this Company merely by reason of being a Member or Director or both. No Director of this Company shall be personally liable to this Company or its Members for monetary damages; provided that this provision shall not eliminate or limit the liability of a Director for any of the following: (i) a breach of the duty of loyalty; (ii) a financial benefit received by the Director to which the Director is not entitled; (iii) a breach of a duty under Section 489.406 of the Act; (iv) intentional infliction of harm on the Company or a Member; or (v) an intentional violation of criminal law. To the maximum extent permitted under the Act and other applicable law, the Adviser Company, its receiver, or its trustee (and in the case of its officersreceiver or trustee, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with to the Adviserextent of Company Property) shall not be liable indemnify, save and hold harmless, and pay all judgments and claims against each Director or officer relating to the Company for any action taken liability or damage incurred by reason of any act performed or omitted to be taken performed by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person such Director or entity affiliated with any such person or entity or with the Adviser) officer in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser business of the Company, except to including reasonable attorneys' fees incurred by such Director or officer in connection with the defense of any action based on any such act or omission, which attorneys' fees may be paid as incurred, including all such liabilities under federal and state securities laws as permitted by law. To the maximum extent specified permitted under the Act and other applicable law, in Section 36(b) the event of the 1940 Act concerning loss resulting from any action by a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for servicesUnit Holder against any Director, to the extent applicableincluding a derivative suit, and the Company shall indemnify, defend save harmless, and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against pay all damagescosts, liabilities, costs damages and expenses (of such Director, including reasonable attorneys’ ' fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right defense of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Companysuch action. Notwithstanding the preceding sentence of this Article VI foregoing provisions, no Director shall be indemnified by the Company to the contrary, nothing contained herein shall protect extent prohibited or be deemed limited (but only to protect the Indemnified Parties extent limited) by the Act. The Company may purchase and maintain insurance on behalf of any Person in such Person's official capacity against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to asserted against and incurred by such Person in or arising from that capacity, whether or not the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in required to indemnify the performance of Person against the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawliability.

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

Limitation of Liability; Indemnification. To WHETHER IN CONNECTION WITH YOUR ACCOUNT OR A SERVICE, IN NO EVENT WILL EITHER YOU OR KLEINBANK, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, SHAREHOLDERS, OR AGENTS BE LIABILE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT OR WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO EITHER PARTY. The foregoing limitation of liability will not apply where expressly prohibited by the full laws governing your Account. We will not have any liability to you if there are insufficient available funds in your Account to pay your Items due to actions taken by us in accordance with this Agreement. Except to the extent permitted by applicable lawthat we fail to exercise “ordinary care” or breaches this Agreement, the Adviser (you agree to indemnify and hold KleinBank and its officers, managers, partners, agentsdirectors, employees, controlling personsconsultants, members and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Company for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicableshareholders, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them agents harmless from and against all damagesclaims, demands, losses, liabilities, costs judgments, and expenses (including reasonable attorneys’ attorney fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holderslegal expenses) arising out of or otherwise based upon the in any way connected with performance under this Agreement. You agree that this indemnification will survive termination of this Agreement. ACTS BEYOND THE CONTROL OF THE BANK - The Bank shall not be deemed to be in default of any of the Adviser’s duties or obligations required to be performed under this Agreement if the performance thereof is delayed, hindered, or otherwise as an investment adviser becomes impossible because of the Company. Notwithstanding the preceding sentence any act of this Article VI to the contraryGod or public enemy, nothing contained herein shall protect hostilities, war (declared or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect ofundeclared), any liability to the Company guerilla activities, terrorist activities, act of sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labor disturbance, riot, insurrection, strike, accident, civil commotion, epidemic, act of government or its security holders to which agencies or officers, power interruption or transmission failure, or any cause beyond the Indemnified Parties would otherwise be subject by reason control of willful misfeasance, bad faith you or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawBank.

Limitation of Liability; Indemnification. To the full extent permitted by applicable law, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) Administrator shall not be liable to the Company for any action taken or omitted to be taken loss suffered by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) Funds in connection with the performance of any of its duties or obligations under matters to which this Agreement or otherwise as an investment adviser of the Companyrelates, except to the extent specified in Section 36(b) of the 1940 Act concerning for a loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of the Adviser’s its duties or by reason of the from reckless disregard by it of its obligations and duties under this Agreement. The Trust agrees to indemnify and hold harmless Administrator, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to Administrator's actions taken or nonactions with respect to the Adviser’s duties and obligations performance of services under this Agreement (as or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to Administrator by the same Trust, the investment adviser and on any records provided by any fund accountant or custodian thereof; provided that this indemnification shall not apply to actions or omissions of Administrator in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties; and further provided that prior to confessing any claim against it which may be the subject of this indemnification, the Administrator shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or in the name of Administrator. Any person, even though also a officer, director, employee, or agent of Administrator, who may be or become an officer, Trustee, employee, or agent of the Trust or the Funds shall be determined in accordance with deemed, when rendering services to the 1940 Act Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the Advisers Act and any interpretations control or guidance direction of Administrator even though paid by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawit.

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

Limitation of Liability; Indemnification. To the full extent permitted by applicable law, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Company for any action taken or omitted to be taken by the Adviser (and and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable law.

Limitation of Liability; Indemnification. To the full extent permitted by applicable law, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) Each Administrator shall not be liable to the Company for any action taken or omitted to be taken loss suffered by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) Funds in connection with the performance of any of its duties or obligations under matters to which this Agreement or otherwise as an investment adviser of the Companyrelates, except to the extent specified in Section 36(b) of the 1940 Act concerning for a loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of the Adviser’s its duties or from reckless disregard by reason it of its obligations and duties under this Agreement. Any person, even though also a partner, employee, or agent of the reckless disregard Administrators, who may be or become an officer, Trustee, employee, or agent of the Adviser’s duties Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and obligations not as a partner, employee, or agent or one under the control or direction of the Administrators even though paid by it. The parties hereto agree that this Agreement shall not create any joint and/or several liability between the Administrators with respect to services provided by any particular Administrator as set forth herein and the Schedules hereto. A Fund agrees to indemnify and hold harmless each Administrator, its employees, agents, directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to such Administrator's actions taken or nonactions with respect to the performance of services under this Agreement (as with respect to such Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund given or made to such Administrator by a duly authorized representative of the same Trust; provided that this indemnification shall be determined not apply to actions or omissions of such Administrator in accordance with the 1940 Act cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and the Advisers Act duties, and further provided that prior to confessing any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies claim against it which may not be so limited the subject of this indemnification, such Administrator shall give the Trust written notice of and reasonable opportunity to defend against said claim in its own name or waived in accordance with applicable lawthe name of such Administrator.

Limitation of Liability; Indemnification. To (a) The Advisor shall not be liable for any Liabilities suffered by a CMF Feeder Fund or CMF as a result of any act or omission by the full extent permitted Advisor in the course of rendering services under this Agreement, including those resulting from any error by applicable lawthe Advisor in executing a trade order generated by the Program for such CMF Feeder Fund, other than any Liabilities finally judicially determined to have resulted solely from (i) the Adviser gross negligence, willful default, fraud or bad faith of the Advisor Indemnified Persons (defined below) or (ii) a material breach of a material term of this Agreement by the Advisor Indemnified Persons. (b) The CMF Feeder Funds and CMF shall not be liable for any Liabilities suffered by the Advisor as a result of any act or omission by a CMF Feeder Fund or CMF in the course of performing their respective obligations under this Agreement other than any Liabilities finally judicially determined to have resulted solely from (i) the gross negligence, willful default, fraud or bad faith of the CMF Indemnified Persons (defined below) or (ii) a material breach of a material term of this Agreement by the CMF Indemnified Persons. (c) Each CMF Feeder Fund shall, subject to Paragraph 6(e) hereof, indemnify and hold harmless the Advisor or any of its partners, directors, officers, principals, managers, partnersmembers, agentsshareholders, employees, controlling personspersons or successors and assigns (collectively, members the “Advisor Indemnified Persons”) from and against any and all liabilities, obligations, losses, damages, suits and all reasonable expenses, including, without limitation, reasonable attorneys’ and accountants’ fees, investigatory fees, collection fees, court costs and other legal expenses actually incurred (collectively, the “Liabilities”), which may be asserted against or incurred by such persons based on any act or omission relating to the terms of this Agreement except for those Liabilities resulting from the gross negligence, willful default, fraud or bad faith of, or a material breach of a material term of this Agreement by, the Advisor Indemnified Persons. For the avoidance of doubt, only a CMF Feeder Fund that is responsible for the event giving rise to the indemnification obligation under this Paragraph 6(c) shall be responsible for indemnifying the Advisor Indemnified Persons pursuant to this Paragraph 6(c), and no CMF Feeder Fund shall be liable for any indemnification obligation of any other person CMF Feeder Fund owed to the Advisor pursuant to this Paragraph 6(c). 9 (d) CMF shall, subject to Paragraph 6(e) hereof, indemnify and hold harmless the Advisor Indemnified Persons from and against any and all Liabilities which may be asserted against or entity affiliated incurred by such persons based on any act or omission relating to the terms of this Agreement except for those Liabilities resulting from the gross negligence, willful default, fraud or bad faith of or a material breach of a material term of this Agreement by the Advisor Indemnified Persons. (e) Unless ordered by a court or administrative forum, any indemnification under Paragraph 6(c) hereof shall be made by a CMF Feeder Fund and indemnification under Paragraph 6(d) hereof shall be made by CMF (each, an “Indemnifying Party”), only as authorized in the specific case, and with respect to any such person indemnification under Paragraphs 6(c) and 6(d) hereof in the event of a settlement of any action or entity or proceeding with the Adviserprior written consent of the Indemnifying Party, only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Advisor Indemnified Party has met the applicable standard of conduct set forth in Paragraphs 6(c) and 6(d) hereof. Such independent legal counsel shall be selected by the Indemnifying Party in a timely manner, subject to the Advisor’s approval, which approval shall not be unreasonably delayed or withheld. The Advisor shall be deemed to have approved the Indemnifying Party’s selection unless the Advisor notifies the Indemnifying Party in writing, received by the Indemnifying Party within five (5) business days of the Indemnifying Party’s providing the Advisor of the notice of the Indemnifying Party’s selection, that the Advisor does not approve the selection. (f) The Advisor shall, subject to Paragraph 6(g) hereof, indemnify and hold harmless each CMF Feeder Fund and CMF and their respective partners, directors, officers, principals, managers, members, shareholders, employees, controlling persons or successors and assigns (collectively, the “CMF Indemnified Persons”) against any Liabilities which may be asserted against or incurred by such persons resulting from the gross negligence, willful default, fraud or bad faith of, or a material breach of a material term of this Agreement by, the Advisor Indemnified Persons. (g) Any indemnification under Paragraph 6(f) hereof, unless ordered by a court or administrative forum, shall be made by the Advisor only as authorized in the specific case and, with respect to any indemnification under Paragraph 6(f) hereof in the event of a settlement of any action or proceeding with the prior written consent of the Advisor, only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the acts or omission of the Advisor Indemnified Person have met the applicable standard of conduct set forth in Paragraph 6(f) hereof. Such independent legal counsel shall be selected by the Advisor in a timely manner, subject to CMF’s approval, which approval shall not be unreasonably delayed or withheld. CMF shall be deemed to have approved the Advisor’s selection unless CMF notifies the Advisor in writing, received by the Advisor within five days of the Advisor’s providing CMF of the notice of the Advisor’s selection, that CMF does not approve the selection. (h) None of the indemnifications provisions contained in this Paragraph 6 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification without the prior written consent, which shall not be unreasonably delayed or withheld, of the party obligated to indemnify such party. 10 (i) The foregoing agreements of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to an indemnified person. (j) Promptly after receipt by an indemnified person of notice of the commencement of any action, claim, or proceeding to which any of the indemnities may apply, the indemnified person shall notify the indemnifying party in writing of the commencement thereof if a claim in respect thereof is to be made against the indemnifying party hereunder; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that the indemnifying party may have to the indemnified person hereunder, except where such omission has materially prejudiced the indemnifying party. In case any action, claim, or proceeding is brought against an indemnified person and the indemnified person notifies the indemnifying party of the commencement thereof as provided above, the indemnifying party shall be entitled to participate therein and, to the extent that the indemnifying party desires, to assume the defense thereof with counsel selected by the indemnifying party and not unreasonably disapproved by the indemnified person. After notice from the indemnifying party to the indemnified person of the indemnifying party’s election so to assume the defense thereof as provided above, the indemnifying party shall not be liable to the Company indemnified person under the indemnity provisions hereof for any action taken or omitted to be taken legal and other expenses subsequently incurred by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other indemnified person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance defense thereof, other than reasonable costs of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Companyinvestigation. Notwithstanding the preceding sentence paragraph, if in any action, claim, or proceeding as to which indemnification is or may be available hereunder, an indemnified person reasonably determines that its interests are or may be adverse, in whole or in part, to the indemnifying party’s interests or that there may be legal defenses available to the indemnified person that are different from, in addition to, or inconsistent with the defenses available to the indemnifying party, the indemnified person may retain its own counsel in connection with such action, claim, or proceeding and shall be indemnified (provided the indemnified person is so entitled) by the indemnifying party for any legal and other expenses reasonably incurred in connection with investigating or defending such action, claim, or proceeding. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel for all indemnified persons in connection with any one action, claim, or proceeding or in connection with separate but similar or related actions, claims, or proceedings in the same jurisdiction arising out of the same general allegations. The indemnifying party shall not be liable for any settlement of any action, claim, or proceeding effected without the indemnifying party’s express written consent, but if any action, claim, or proceeding, is settled with the indemnifying party’s express written consent, the indemnifying party shall indemnify, defend, and hold harmless an indemnified person as provided in this Paragraph 6. (k) The provisions of this Article VI to Paragraph 6 shall survive the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason termination of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder)Agreement. Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable law7.

Limitation of Liability; Indemnification. To (a) The General Partner and each Affiliated Person and the full extent permitted legal representatives of any of them (each, an “Indemnified Party”), shall not be liable, responsible nor accountable in damages or otherwise to the Partnership or any Partner, or to any successor, assignee or transferee of the Partnership or of any Partner, for (i) any acts performed or the omission to perform any acts, within the scope of the authority conferred on such Indemnified Party by applicable lawthis Agreement, except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final non-appealable judgment to have been made in bad faith or to constitute fraud, willful misconduct or gross negligence; (ii) performance by such Indemnified Party of, or the Adviser omission to perform, any acts on advice of legal counsel, accountants, or other professional advisors to the Partnership; (iii) the negligence, dishonesty, bad faith, or other misconduct of any consultant, employee, or agent of the Partnership, including, without limitation, an Affiliated Person of the General Partner, selected or engaged by such Indemnified Party with reasonable care and its officersin good faith; or (iv) the negligence, managersdishonesty, partnersbad faith, agents, employees, controlling persons, members and or other misconduct of any other person or entity affiliated with any such person or entity Person in which the Partnership invests or with which the Adviser) Partnership participates as a partner, joint venturer, or in another capacity, which was selected by such Indemnified Party with reasonable care and in good faith. No Indemnified Party shall not be liable to the Company Partnership or to any Partner, or any successors, assignees, or transferees of the Partnership or any Partner, for any action taken or omitted to be taken by the Adviser (and its officersloss, managersdamage, partnersexpense, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action liability due to any cause beyond its reasonable control, including, but not limited to, strikes, labor troubles, riots, fires, blowouts, tornadoes, floods, bank moratoria, trading suspensions on any exchange, acts of a public enemy, insurrections, acts of God, acts of terrorism, failures to carry out the provisions hereof due to prohibitions imposed by law, rules, or suit regulations promulgated by any governmental agency, or in the right of the Company any demand or its security holders) arising out of or otherwise based upon the performance of requisition by any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawgovernment authority.

Limitation of Liability; Indemnification. To the full fullest extent permitted by applicable law, the Adviser (Investment Manager, its members and its their respective officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with of them (collectively, the Adviser) "Indemnified Parties"), shall not be liable to the Company for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) Investment Manager in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except as otherwise provided herein or to the extent specified in Section 36(b) of the 1940 Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services. To the fullest extent permitted by law, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser Indemnified Parties (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ ' fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s Investment Manager's duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence foregoing provisions of this Article VI Section 6.1 to the contrarycontrary and in accordance with Section 17(i) of the Investment Company Act, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s any Indemnified Party's duties or by reason of the reckless disregard of the Adviser’s Investment Manager's duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunderInvestment Company Act). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable law.

Limitation of Liability; Indemnification. To None of the full extent permitted by applicable lawSub-Adviser, the Adviser (and its officers, managers, partners, agents, employeesaffiliates or any of their directors, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Company for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with employees performing services for the Adviser) Series in connection with the performance of any Sub-Adviser's discharge of its duties obligations hereunder shall be liable for any error of judgment or obligations under mistake of law or for any loss suffered by the NB Parties or a Series in connection with any matter to which this Agreement or otherwise as an investment adviser of the Companyrelates; provided, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom that nothing herein contained shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed construed to protect the Indemnified Parties Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company Trust or a Series or its security holders shareholders to which the Indemnified Parties Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser's willful misfeasance, bad faith faith, or gross negligence in the performance of the Sub-Adviser's duties, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement, or (ii) any untrue statement of a material fact pertaining to the Allocated Portion or the Sub-Adviser which is contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials or the omission to state therein a material fact pertaining to the Allocated Portion or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling acts or omissions as described in (i) and (ii) of the immediately preceding paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of the his, her or its reckless disregard of the Adviser’s obligation and duties and obligations under this Agreement. The Sub-Adviser shall not be liable to the NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the NB Parties or any other sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the NB Parties, including, but not limited to, a failure of the NB Parties to provide accurate and current information with respect to any records maintained by NB Parties or any other sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the same shall be determined in accordance Code) only with respect to the 1940 Act Allocated Portion. The NB Parties agree to indemnify and hold harmless the Advisers Act Sub-Adviser and its affiliates and each of their directors, controlling persons, officers, agents and employees against any interpretations and all losses, claims, damages, liabilities or guidance by litigation (including reasonable legal and other expenses), to which the SEC Sub-Adviser or its staff thereunder). Nothing affiliates or such directors, controlling persons, officers, agents or employees are subject, arising from the conduct of the NB Parties or the Series; provided, however, that in this Agreement shall no case is the NB Parties’ indemnity in any way constitute a waiver or limitation by the Company favor of any rights person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or remedies which may not be so limited gross negligence in the performance of his, her or waived in accordance with applicable lawits duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement.

Limitation of Liability; Indemnification. (a) To the full extent permitted by applicable law, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable for any expenses, losses, damages, liabilities, demands, charges and claims of any kind or nature whatsoever (including without limitation any legal expenses and boats and expenses relating to investigating or defending any demands, charges and claims) (collectively "Losses") by or with respect to the Company for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the CompanyAccount, except to the extent specified in Section 36(b) that such Losses are actual losses of the 1940 Act concerning loss Client proven with reasonable certainly, are not speculative, are proven to have been fairly within the contemplation of the parties as of the date hereof, and are the direct result of an act or omission taken or omitted by the Adviser during the term of this Agreement which constitutes gross negligence or willful misconduct under the Agreement, and without limiting the generality of the foregoing, the Adviser will not be liable for any indirect, special, incidental or consequential damages or other losses (regardless of whether such damages or other losses were reasonably foreseeable). Without limitation, the Adviser shall not be liable for Losses resulting from a breach or in any way arising out of fiduciary duty (as i) any action of the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and Client or its officers, managers, partners, previous advisers or its Custodian or other agents, employeesfollowing any direction of the Client or the Adviser's failure to follow any unlawful or unreasonable direction of the Client, controlling persons, members and any (ii) force majeure or other person or entity affiliated with any such person or entity or with events beyond the control of the Adviser, each including without limitation any failure, default or delay in performance resulting from computer or other electronic or mechanical equipment failure, unauthorized access, strikes, failure of whom shall be deemed a third party beneficiary hereofcommon carrier or utility systems, severe weather or breakdown in communications not reasonably within the control of the Adviser or other causes commonly known as "acts of god", whether or not any such cause was reasonably foreseeable, or (iii) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred general market conditions unrelated to any violation of this Agreement by the Indemnified Parties in Adviser. The Adviser gives no warranty as to the performance or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right profitability of the Company Account or its security holders) arising out of any part thereof, nor any guarantee that the investment objectives, expectations or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing targets described in this Agreement and/or in the Investment Guidelines or any Client Policy Statements will be achieved, including without limitation any risk control, risk management or return objectives, expectations or targets. The Account may suffer lose of principal, and income, if any, may fluctuate. The value of Account investments may be affected by a variety of factors, including, but not limited to, economic and political developments, interest rates and issuer-specific xxxxx, market conditions, sector positioning, and other factors. The Adviser shall not be responsible for the performance by any person not affiliated with the Adviser of such person's commercial obligations in executing, completing or satisfying such person's obligations. The Adviser shall not be responsible for any way Losses incurred after termination of the Account. The Adviser shall have no responsibility whatsoever for the management of any other assets of the Client and shall incur no liability for any Losses which may result from the management of such other assets. U.S. federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith; nothing herein shall constitute a waiver or limitation by the Company of any rights or remedies which the Client may not have, if any, under any applicable U.S. federal and state securities laws. The rights of the Client under this clause (a) shall be so limited or waived in accordance with applicable lawthe exclusive remedy of the Client for any breach of the Adviser under this Agreement.

Limitation of Liability; Indemnification. (a) To the full extent permitted by applicable lawthe Investment Manager has duties (including fiduciary duties) under this Agreement, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) Investment Manager shall not be liable to the Company Fund or to any member for any action taken : (1) losses sustained or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) liabilities incurred by the Indemnified Parties Fund or its members as a result of errors in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in judgment on the right part of the Company Investment , or its security holders) arising out of any act or otherwise based upon the performance of any omission of the Adviser’s duties Investment Manager, if such losses or obligations under this Agreement or otherwise as an investment adviser liabilities were not the result of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of Investment Manager's willful misfeasance, bad faith or gross negligence in the performance of, or reckless disregard of, its duties under the this Agreement; (2) errors in judgment on the part of any person, or any act or omission of any person, selected by the Investment Manager to perform services for or otherwise transact business with the Fund, provided that, in selecting such person, the Investment Manager acted without willful misfeasance, bad faith or gross negligence; or (C) circumstances beyond the Investment Manager's control, including the bankruptcy, insolvency or suspension of normal business activities of any bank or other financial institution holding assets of the Adviser’s duties or by reason Fund. To the extent any affiliate of the reckless disregard Investment Manager, or any shareholder, partner, member, director, officer, employee or agent of the Adviser’s Investment Manager or of any of its affiliates ("Investment Manager Associate"), has duties (including fiduciary duties) and obligations under this Agreement (as liabilities relating thereto to the same Fund or any member, such person shall not be determined in accordance with liable for monetary or other damages to the 1940 Act and Fund or such member for such person's good faith reliance on the Advisers Act and any interpretations provisions of the IMA or guidance for losses sustained or liabilities incurred by the SEC Fund or its staff thereunder). Nothing such member as a result of errors in this Agreement shall in judgment on the part of such person, or any way constitute a waiver act or limitation by omission of such person, if such losses or liabilities were not the Company result of any rights such person's willful misfeasance or remedies which may not be so limited or waived in accordance with applicable law.bad faith

Limitation of Liability; Indemnification. To the full extent permitted by applicable law, the Adviser Administrator (and its officers, managers, partners, agents, employees, controlling persons, members members, and any other person or entity affiliated with any such person or entity or with the AdviserAdministrator, including without limitation its members) shall not be liable to the Company or its security holders for any action taken act or omitted to be taken omission by the Adviser Administrator (and its officers, managers, partners, agents, employees, controlling persons, members members, and any other person or entity affiliated with any such person or entity or with the AdviserAdministrator, including without limitation its members) in connection with the performance of any of its duties or obligations under this Agreement or otherwise acting as an investment adviser of administrator for the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser Administrator (and its officers, managers, partners, agents, employees, controlling persons, members members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, the Adviser, each of whom shall be deemed a third third-party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the AdviserAdministrator’s duties or obligations under this Agreement or otherwise as an investment adviser of administrator for the Company. Notwithstanding the preceding sentence of this Article VI IV to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the AdviserAdministrator’s duties or by reason of the reckless disregard of the AdviserAdministrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable law.

Limitation of Liability; Indemnification. To the full extent permitted by applicable law, the Adviser Administrator (and its officers, managers, partners, agents, employees, controlling persons, members members, and any other person or entity affiliated with any such person or entity or with the AdviserAdministrator, including without limitation, its members) shall not be liable to the Company or its stockholders for any action taken act or omitted to be taken omission by the Adviser Administrator (and its officers, managers, partners, agents, employees, controlling persons, members members, and any other person or entity affiliated with any such person or entity or with the AdviserAdministrator, including without limitation its members) in connection with the performance of any of its duties or obligations under this Agreement or otherwise acting as an investment adviser of administrator for the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser Administrator (and its officers, managers, partners, agents, employees, controlling persons, members members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, the Adviser, each of whom shall be deemed a third third-party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the AdviserAdministrator’s duties or obligations under this Agreement or otherwise as an investment adviser of administrator for the Company. Notwithstanding the preceding sentence of this Article VI IV to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence or reckless disregard of its obligations in the performance of the AdviserAdministrator’s duties or by reason of the reckless disregard of the AdviserAdministrator’s duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable law.

Limitation of Liability; Indemnification. To Certain Company Securityholders have entered into the full extent permitted by applicable law, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or Representative Agreement with the Adviser) shall not be liable Representative to provide direction to the Company for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) Representative in connection with the performance of its services under this Agreement, the Escrow Agreement and the transactions contemplated hereby (such Company Securityholders hereinafter referred to as the “Advisory Group”). To the maximum extent permissible by applicable Legal Requirements, neither the Representative nor any member of the Advisory Group shall incur any liability of any kind to any Company Securityholder or any other Person with respect to any action or inaction taken or failed to be taken, by it or by its agents, in connection with its services as the Representative or member of the Advisory Group, except with respect to its own willful misconduct or gross negligence. The Representative and the Advisory Group may act in reliance upon any signature believed by it to be genuine and may reasonably assume that such person has proper authorization to sign on behalf of the applicable Company Securityholder or other party. In all questions arising under this Agreement, the Escrow Agreement or the transactions contemplated hereby, the Representative or any member of the Advisory Group may rely on the advice of counsel, accountants or other skilled persons, and the Representative will not be liable to any Company Securityholder or any other Person for anything done, omitted or suffered in good faith by the Representative based on such advice of counsel, accountants or other skilled persons, as the case may be. No provision of this Agreement, the Escrow Agreement or any of the transactions contemplated hereby shall require the Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or obligations privileges under this Agreement or otherwise as an investment adviser any of the Companytransactions contemplated hereby. Furthermore, except the Representative shall not be required to take any action unless the extent specified Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. The Representative and its members, managers, directors, officers, agents and employees shall be indemnified, defended and held harmless by the Company Securityholders as set forth in this Section 36(b7.6(d) of the 1940 Act concerning loss resulting from a breach of fiduciary duty and against any and all Losses, claims, damages, liabilities, fees, costs, expenses (as the same is finally determined by judicial proceedingsincluding reasonable legal fees and disbursements and costs and including costs incurred in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (“Representative Losses”) arising from, based upon or with respect to the receipt Representative’s execution and performance of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectivelythis Agreement, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in Escrow Agreement or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties transactions contemplated hereby, or obligations under otherwise in connection with acting as the Representative (so long as the Representative was acting in good faith in connection therewith), in each case as such Representative Loss is incurred. Any such Representative Losses shall be recovered first from the Representative Fund, second from any distribution of the Escrow Fund otherwise distributable to the Company Securityholders pursuant to the terms hereof and the Escrow Agreement at the time of distribution in accordance with written instructions delivered by the Representative to the Escrow Agent, and third directly from the Company Securityholders, severally and not jointly, in proportion to their Pro Rata Portion of the Adjusted Representative Escrow Amount. Notwithstanding anything in this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect ofnone of Parent, any liability to the Company or its security holders any of their respective Affiliates shall have any liability or obligation to which indemnify, defend or hold harmless the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawRepresentative.

Limitation of Liability; Indemnification. To Subject to Section 3.3, each Member’s liability to the full Company, to any other Member or to any other third party shall be limited to the maximum extent permitted by applicable law. Neither a Member nor Managing Member shall have any duty to the Company or any Member except as expressly provided in this Agreement, provided that the Adviser (foregoing shall not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) fair dealing. A Member shall not be personally liable to the Company for any action taken indebtedness, liability or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser obligation of the Company, except (i) that such Member shall remain obligated to make Capital Contributions in accordance with Article IV and liable for the payment of its Capital Contribution to the extent specified expressly set forth in Section 36(b3.3 of this Agreement, the LLC Act and any other applicable law, or (ii) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the otherwise expressly set forth in this Agreement. The Company shall indemnify, defend and protect the Adviser (hold harmless Preferred Member, Preferred Member’s Affiliates, and its their respective shareholders, members, partners, directors, officers, managers, partnerssuccessors and assigns, agentsand solely to the extent funds are available in the Excess Cash Flow Account, employeesCommon Member, controlling persons(each an “Indemnitee”), members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against any and all losses, claims, damages, liabilitiesexpenses, costs and expenses actions, judgments, suits (including reasonable attorneys’ fees and amounts reasonably disbursements and other expenses incurred in connection with any amount paid in settlement) incurred by the Indemnified Parties in defense, investigation, preparation for defense of, settlement or by reason appeal of any pending, threatened or completed action, suitsuit or proceeding or any claim asserted or threatened and the costs of enforcing indemnification rights hereunder), investigation liabilities and judgments arising out of, relating to, or other proceeding (including an action or suit by or in caused by, the right operations of the Company (collectively, “Liabilities”), unless it is established by a final determination of a court of competent jurisdiction that: (i) the act or its security holders) arising out of or otherwise based upon the performance of any omission of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI Indemnitee was material to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability matter giving rise to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, proceeding and either was committed in bad faith or gross negligence was the result of active and deliberate dishonesty, (ii) the Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the performance case of any criminal proceeding, the Adviser’s duties Indemnitee had reasonable cause to believe that the act or omission was unlawful. The indemnifications provided by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same Section 3.2 shall be determined in accordance with the 1940 Act and the Advisers Act and addition to any interpretations other rights to which an indemnified party may be entitled under any other agreement, as a matter of law, or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawotherwise.

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

Limitation of Liability; Indemnification. To the full extent permitted The duties of SEI shall be confined to those expressly set forth herein, and no implied duties are assumed by applicable law, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) may be asserted against SEI hereunder. SEI shall not be liable to the Company for any action taken error of judgment or omitted to be taken by the Adviser (and its officersmistake of law or for any loss arising out of any investment, managersor for any act or omission, partnersincluding, agentswithout limitation, employees, controlling persons, members and any other person act or entity affiliated with any such person or entity or with the Adviser) omission in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the CompanyAgreement, except to the extent specified liability or loss from the willful misfeasance, bad faith or negligence of SEI, or by reason of SEI's reckless disregard of its duties under this Agreement (collectively, "SEI Disabling Conduct"). As used in Section 36(bthis Article 8, the term "SEI" shall include SEI, its affiliates and their respective directors, officers and employees. SEI shall not be responsible for the Master Fund's compliance with its applicable investment policies, and any laws and regulations governing the manner in which the Master Fund's assets may be invested, and shall not be responsible for any liabilities or losses attributable to non-compliance with such investment policies, laws and regulations. UNDER NO CIRCUMSTANCES SHALL SEI OR THE FUND BE LIABLE FOR ANY SPECIAL, INDIRECT PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, INCOME, SAVINGS, BUSINESS, OR GOODWILL) IN CONNECTION WITH ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (Collectively, "Consequential Damages"). Subject to the disclaimer of Consequential Damages set forth above in this Article 8, the Master Fund assumes full responsibility for, and shall indemnify and hold SEI harmless from and against any and all actions, suits, proceedings and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, judgments, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) ("Liabilities") arising out of (i) any error of judgment of the 1940 Act concerning loss resulting from a breach Master Fund or SEI, any investment made by or on behalf of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to Master Fund, or any act or omission of the receipt Master Fund or SEI including, without limitation, any act or omission of compensation for servicesSEI in the performance of its duties under this Agreement, except to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person Liabilities result from any SEI Disabling Conduct, or entity (ii) the willful misfeasance, bad faith or negligence of the Master Fund. Notwithstanding anything in this Agreement to the contrary, for purposes of this Article 8, any Liability of SEI described in the preceding sentence that results from an arbitration award, judicial order, undisputed contractual obligation or a reasonable settlement by SEI, in each case, in connection with the Advisera claim by or dispute with a third party against SEI under an existing contractual obligation owing by SEI to such third party or under applicable law, each of whom rules or regulations, shall be deemed to be a third party beneficiary hereof) direct damage (collectivelyand, therefore, subject to the “Indemnified Parties”Master Fund's indemnification obligation under this Article 8) and shall not be considered Consequential Damages subject to disclaimer of Consequential Damages set forth above in this Article 8. Subject to the disclaimer of Consequential Damages set forth above in this Article 8, SEI assumes full responsibility for, and shall indemnify the Master Fund (including, for purposes of this paragraph, its affiliates and their respective directors, officers and employees) and hold them harmless from and against any and all damagesactions, liabilitiessuits, costs proceedings and expenses (including reasonable attorneys’ fees claims, whether groundless or otherwise, and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of from and against any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) and all Liabilities arising out of any SEI Disabling Conduct, including, without limitation, any error of judgment of SEI or otherwise based upon any act or omission of SEI in the performance of any of the Adviser’s its duties or obligations under this Agreement or otherwise as an investment adviser otherwise, which, in each case, arise out of the CompanySEI Disabling Conduct. Notwithstanding the preceding sentence of anything in this Article VI Agreement to the contrary, nothing contained herein for purposes of this Article 8, any Liability of the Master Fund described in the preceding sentence that results from an arbitration award, judicial order, undisputed contractual obligation or a reasonable settlement by the Master Fund, in each case, in connection with a claim by or dispute with a third party against the Master Fund under an existing contractual obligation owing by the Master Fund to such third party or under applicable law, rules or regulations, shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed a direct damage (and, therefore, subject to entitle the Indemnified Parties to SEI's indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations obligation under this Agreement (as the same Article 8) and shall not be determined considered Consequential Damages subject to disclaimer of Consequential Damages set forth above in accordance with the 1940 Act this Article 8. The indemnity and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing defense provisions set forth in this Agreement shall in indefinitely survive the termination of this Agreement with respect to any way constitute event occurring during the Term of this Agreement. If a waiver or limitation party hereto (an "Indemnifying Party") is asked to indemnify another party hereto (an "Indemnified Party") pursuant to this indemnification provision, the Indemnifying Party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Indemnifying Party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by such Indemnifying Party and satisfactory to the Indemnified Party, whose approval shall not be unreasonably withheld. In the event that the Indemnified Party elects to assume the defense of any suit and retain counsel, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If an Indemnifying Party does not elect to assume the defense of a suit, it will reimburse the Indemnified Party for the fees and expenses of any counsel retained by the Company Indemnified Party if otherwise required to do so under this Article 8. SEI may apply to the Master Fund at any time for instructions and may, with the prior consent of any rights or remedies the Master Fund, which consent may not be so limited unreasonably withheld, consult counsel for the Master Fund or waived its own counsel and with accountants and other experts, in each case with an expertise in the subject matter of such consultation, with respect to any matter arising in connection with SEI's duties, and SEI shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with applicable lawsuch instruction or with the opinion of such counsel, accountants or other experts. Nothing herein shall make SEI liable for the performance or omissions of unaffiliated third parties not under SEI's reasonable control that may be engaged by SEI to perform services that are necessary in order for SEI to provide Services, but are not specifically described as Services on Exhibit A including, without limitation, unaffiliated third party vendors not under SEI's reasonable control who provide pricing, printing, postal or delivery, securities pricing, telecommunications, data feed, processing and settlement services ("Third Party Vendors"); provided, however, that SEI shall remain liable for the acts and omissions of sub-contractors who are not Third Party Vendors as provided in Article 2. In addition, nothing herein shall make SEI liable for the performance or omissions of custodians, investment advisers or sub-advisers. SEI and the Master Fund shall have a duty to mitigate damages for which any other party is liable under this Article 8.

Limitation of Liability; Indemnification. To Neither the full extent permitted by applicable lawSub-Adviser nor any director, officer or employee of the Sub-Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with performing services for the Adviser) shall not be liable to the Company for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) Series in connection with the performance of any Sub-Adviser's discharge of its duties obligations hereunder shall be liable for any error of judgment or obligations under mistake of law or for any loss suffered by the NB Parties or a Series in connection with any matter to which this Agreement or otherwise as an investment adviser of the Companyrelates; provided, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom that nothing herein contained shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed construed to protect the Indemnified Parties Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company Trust or a Series or its security holders shareholders to which the Indemnified Parties Sub-Adviser would otherwise be subject by reason of (i) the Sub-Adviser's willful misfeasancemisconduct, bad faith faith, or gross negligence in the performance of the Sub-Adviser’s 's duties, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement, or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein, or, if not furnished to the Manager or the Trust by the Sub-Adviser, provided that the Sub-Adviser was given the opportunity to review such in advance Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials and provide comments within a reasonable time. The Sub-Adviser shall have no liability to the Trust or a Series or its shareholders and the indemnity set out in the following paragraph shall not apply if the relevant untrue statement material fact or omission was made on the basis of an inaccurate reproduction by the Manager or the Trust in the Prospectus, SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials of information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the NB Parties and its affiliates and each of their directors, officers, agents and employees (the "NB Indemnified Parties") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the relevant NB Indemnified Parties are subject, which are caused by Sub-Adviser's disabling conduct as provided in (i) and (ii) of the above paragraph; The Sub-Adviser and the NB Parties acknowledge and agree that trade errors are errors of the Sub-Adviser in the communication or administration of trading and investment instructions in respect of the Allocated Portion ("Trade Errors"). The Sub-Adviser will be responsible and shall indemnify the NB Indemnified Parties for losses from Trade Errors caused directly by the Sub-Adviser's negligence. Notwithstanding the immediately preceding paragraph, in its determination of whether or not an error of communication or administration has occurred such that a position potentially constitutes a Trade Error, it shall be a matter of the Sub-Adviser's discretion, as a free standing investment judgment, whether or not to retain that position for the Allocated Portion, provided, however, that Sub-Adviser's exercise of its investment discretion and its decision to retain such position would not violate applicable law or the investment policies, restrictions or investment guidelines of the Series. If a position is retained as a result of such judgment by the Sub-Adviser, any losses from such position will not be deemed to arise from a Trade Error and the preceding paragraph relating to Trade Errors will not therefore apply. In no case shall the Sub-Adviser's indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of the his, her or its reckless disregard of obligation and duties under this Agreement. In no event shall Sub-Adviser be liable or indemnify for any losses, claims, damages, liabilities or litigation incurred by reason of any act or omission of the NB Parties, the Trusts, the Board of Trustees or the Custodian. The Sub-Adviser shall not be liable to the NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the NB Parties or any other sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the NB Parties, including, but not limited to, a failure of the NB Parties to provide accurate and current information with respect to any records maintained by NB Parties or any other sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser’s duties , otherwise available to the Sub-Adviser upon reasonable request. The NB Parties agree to indemnify and obligations hold harmless the Sub-Adviser and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or its affiliates or such directors, officers, agents or employees are subject, arising from the conduct of the NB Parties or the Series. After receipt by the NB Parties or Sub-Adviser or any party entitled to be indemnified under this Agreement (the "Indemnified Party") of notice of commencement of any action if a claim in respect thereof is to be made against any person obligated to provide indemnification pursuant to this Agreement (the "Indemnifying Party"), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this Agreement. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall not be borne by the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed to the retention of such counsel, or (ii) the named parties to any such proceedings (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party an representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be determined in accordance with the 1940 Act and the Advisers Act and liable for any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company settlement of any rights or remedies proceeding effected without its written consent, which may consent shall not be so limited unreasonably withheld, but if settled with such consent or waived in accordance with applicable lawif there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party against any loss or liability by reason of such settlement or judgment to the extent provided by this Agreement.

Limitation of Liability; Indemnification. To the full maximum extent permitted by applicable law, the Adviser entire liability of intuit, its affiliates and suppliers for all claims relating to this agreement shall be limited to the amount you paid for one membership term during the twelve (12) months prior to such claim. Subject to applicable law, Intuit, its affiliates and suppliers are not liable for any of the following: (a) indirect, special, incidental, punitive or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet intuit systems requirements. The above limitations apply even if Intuit and its officers, managers, partners, agents, employees, controlling persons, members affiliates and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable to the Company for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser suppliers have been advised of the Companypossibility of such damages. This agreement sets forth the entire liability of intuit, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) its affiliates and your exclusive remedy with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (services and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) use. You agree to indemnify and hold them Intuit and its Affiliates and Suppliers harmless from any and against all damagesclaims, liabilitiesliability and expenses, costs and expenses (including reasonable attorneys’ ' fees and amounts reasonably paid in settlementcosts, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). By way of example, you agree to indemnify Intuit resulting from any suit or proceeding based upon a claim arising (i) incurred by the Indemnified Parties in or by reason of any pending, threatened your performance or completed action, suit, investigation or other proceeding non-performance under this Agreement; (including an action or suit by or in the right of the Company or its security holdersii) arising out of or otherwise based upon your use of the performance Intuit Marks in any manner whatsoever except in the form expressly licensed under this Agreement; (iii) a breach of any representation, warranty, or obligation made by Participant contained in the terms of this Agreement, and/or (iv) for any personal injury, product liability, or other claim arising from the promotion and/or provision of products or services by you. Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims. You agree to reimburse Intuit upon demand for any expenses reasonably incurred by Intuit in defending such claim, including, without limitation, attorney's fees and costs, as well as any judgment or settlement of the Adviser’s duties claim or obligations under this Agreement or otherwise as an investment adviser of proceeding. In no event may you enter into any third party agreements which would in any manner whatsoever affect the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect rights of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall bind Intuit in any way constitute a waiver or limitation by manner without the Company prior written consent of any rights or remedies which may not be so limited or waived in accordance with applicable lawIntuit.

Limitation of Liability; Indemnification. To the full maximum extent permitted by under the Act and other applicable law, no Member, Governor or Officer shall be personally liable for any debt, obligation or liability of the Adviser (and its officersCompany merely by reason of being a Member, managersGovernor or Officer. Furthermore, partners, agents, employees, controlling persons, members and any other person no Governor or entity affiliated with any such person or entity or with the Adviser) Officer shall not be personally liable to the Company or its Members for any action taken or omitted to be taken by the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) in connection with the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from monetary damages for a breach of fiduciary duty by such Governor or Officer; provided that this provision shall not eliminate or limit the liability of a Governor or Officer for any of the following: (as i) any breach of the same is finally determined by judicial proceedings) with respect duty of loyalty to the receipt Company or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of compensation for serviceslaw; (iii) a transaction from which the Governor or Officer derived an improper personal benefit (iv) a wrongful distribution in violation of Sections 80A.23 or 322B.56 of the Act; or (v) any act or omission occurring before the Effective Date of this Agreement. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent applicable, and the of Company Property) shall indemnify, defend save and protect the Adviser (hold harmless, and its officerspay all judgments and claims against each Governor or Officer relating to any liability or damage incurred by reason of any act performed or omitted to be performed by such Governor or Officer, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or in connection with the Adviserbusiness of the Company, each or in the event of whom shall be deemed any action by a third party beneficiary hereof) (collectivelyUnit Holder against a Governor, the “Indemnified Parties”) and hold them harmless from and against all damagesincluding a derivative suit, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by such Governor or officer in connection with the Indemnified Parties in or by reason defense of any pendingaction based on any such act or omission, threatened provided that (i) the Governor or completed actionofficer has determined, suitin good faith, investigation that the course of conduct which caused the loss or other proceeding (including an action or suit by or liability was in the right best interest of the Company; (ii) the Governor or officer was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result of negligence or misconduct by the Governor or officer; and (iv) such indemnification or agreement to hold harmless is recoverable only out of Company net assets and not from the holders of any Membership Interests. The advancement of Company funds to a Governor or officer for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought shall be allowed only if: (i) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (ii) the legal action is initiated by a third party who is not a holder of any Membership Interests, or the legal action is initiated by a holder of a Membership Interest and a court of competent jurisdiction specifically approves such advancement; and (iii) the Governor or officer undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which such person is found not to be entitled to indemnification. Notwithstanding anything to the contrary above, a Governor or officer shall be indemnified for losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws only if one or more of the following conditions is met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and the published position of any state securities regulatory authority in which securities of the Company were offered or its security holders) arising out sold as to indemnification for violations of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Companysecurities laws. Notwithstanding the preceding sentence of this Article VI foregoing provisions, no Governor or officer shall be indemnified by the Company to the contrary, nothing contained herein shall protect extent prohibited or be deemed to protect limited by the Indemnified Parties Act. The Company may purchase and maintain insurance on behalf of any Person in such Person’s official capacity against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to asserted against and incurred by such Person in or arising from that capacity, so long as the Company or its security holders does not incur the cost of that portion of liability insurance which insures such Person for any liability as to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser’s duties or by reason of the reckless disregard of the Adviser’s duties and obligations Person is prohibited from being indemnified under this Agreement (as the same shall be determined in accordance with the 1940 Act and the Advisers Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which may not be so limited or waived in accordance with applicable lawparagraph.