Common use of Limitation of Liability; Indemnification Clause in Contracts

Limitation of Liability; Indemnification. (a) Company agrees to indemnify and hold the Fund, its agents, investment adviser, and Distributor harmless from any claim, damage, loss, liability, or expense (“Loss”) resulting from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in performance of its duties hereunder, or any failure on Company’s part to comply with applicable laws; provided, however, that the Company will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of Distributor or its affiliates. Such right to indemnification will survive the termination of this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party). (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) Company agrees NSC shall not be liable to indemnify and hold the FundTrusts for any error of judgment or mistake of law or for any loss arising out of any act or omission by NSC, its or any persons engaged pursuant to Section 2(b) hereof, including officers, agents, investment adviserand employees of NSC and its affiliates, and Distributor harmless from any claim, damage, loss, liability, or expense (“Loss”) resulting from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in the performance of its duties hereunder, or any failure on Company’s part to comply with applicable laws; provided, however, that nothing contained herein shall be construed to protect NSC against any liability to the Company Trusts, the Funds, or the shareholders to which NSC shall otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties or the reckless disregard of its obligations and duties hereunder. (b) NSC will indemnify and hold harmless the Trusts, their officers, employees, and agents and any persons who control the Trusts (collectively, the "Trusts Indemnified Parties") and hold each of them harmless from any losses, claims, damages, liabilities, or actions in respect thereof to which the Trusts Indemnified Parties may become subject, including amounts paid in settlement with the prior written consent of NSC, insofar as such losses, claims, damages, liabilities, or actions in respect thereof arise out of or result from the failure of NSC to comply with the terms of this Agreement. NSC will reimburse the Trusts for reasonable legal or other expenses reasonably incurred by the Trusts in connection with investigating or defending against any such loss, claim, damage, liability, or action. NSC shall not be liable for indemnification hereunder to the extent that Trusts for any Loss results from action taken or omitted by the Trusts in bad faith or with willful misconduct misfeasance or gross negligence or with reckless disregard by the Trusts of Distributor or its affiliatestheir respective obligations and duties hereunder. Such right The indemnities herein shall, upon the same terms and conditions, extend to indemnification will and inure to the benefit of each of the officers of the Trusts and any person controlling the Trusts. (c) The obligations set forth in this Section 4 shall survive the termination of this agreementAgreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party). (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) Company agrees to indemnify and hold the FundTrust, its agents, investment adviser, and Distributor harmless from any claim, damage, loss, liability, or expense (“Loss”) resulting from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in performance of its duties hereunder, or any failure on Company’s part to comply with applicable laws; provided, however, that the Company will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of Distributor or its affiliates. Such right to indemnification will survive the termination of this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this sectionSection, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party). (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. The Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement and shall have no responsibility for the actions or activities of any other party, including other service providers, other than Delegates (aas defined in Section 21 below) Company agrees to indemnify of the Administrator. The Administrator shall, at all times, act in good faith and hold without willful misconduct or negligence in performing the Fund, its agents, investment adviser, and Distributor harmless from Services. The Administrator shall have no liability in respect of any claim, damage, loss, liability, damage or expense (“Loss”) resulting suffered by any Trust insofar as such loss, damage or expense arises from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in the performance of its the Administrator’s duties hereunder, or any failure on Companyhereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s part to comply with applicable laws; provided, however, that the Company will not be liable for indemnification appointment as Administrator hereunder (except to the extent that such records were maintained by the Administrator pursuant to the Sub-Administration Agreement). The Administrator shall have no liability for any Loss results from the willful misconduct error of judgment or gross negligence mistake of Distributor law or its affiliates. Such right to indemnification will survive the termination of this agreement. (b) Distributor agrees to indemnify and hold Company harmless from for any loss or damage resulting from Distributor’s breach the performance or nonperformance of this agreement, Distributor’s gross its duties hereunder except to the extent caused by or resulting from the negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company Administrator, its officers or its affiliatesemployees. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Neither Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party). (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading lossesany special, lost revenues, specialindirect, incidental, punitivepunitive or consequential damages, indirect, consequential or exemplary damages or including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the Parties regardless of whether or not such damages were foreseeable or the parties were whether either Party or any entity had been advised of the possibility thereofof such damages. The parties acknowledge that In any event, unless otherwise agreed, the other parts Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust under this Agreement regardless of this agreement are premised upon the limitation stated in this Section.form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the Trust as a regulated investment company or any liability relating to the Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “

Limitation of Liability; Indemnification. (a) Company AUAER agrees to indemnify indemnify, save and hold the Fundharmless Participant from and against any and all third party claims, its agentscosts and expenses (including attorneys’ fees and expenses), investment adviserdemands, actions and Distributor harmless liabilities of every kind and character whatsoever arising or resulting in any way from any claim, damage, loss, liability, or expense (“Loss”) resulting from CompanyAUAER’s breach of its obligations under this agreementAgreement, Company’s absent the gross negligence or willful misconduct of Participant. All of the foregoing rights of indemnification shall apply to any expenses incurred by Participant in performance defending itself against claims of its duties hereunder, or any failure on Company’s part to comply with applicable laws; provided, however, that the Company will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of Distributor or its affiliates. Such right to indemnification will survive the termination of this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct unless a court of competent jurisdiction concludes in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, a final judgment that Distributor will not be liable for such party seeking indemnification hereunder to the extent that any Loss results from the willful misconduct or has committed gross negligence of the Company or willful misconduct. Participant agrees to indemnify, save and hold harmless AUAER and its affiliates. Such right to indemnification will survive the termination of this agreement. independent data warehouse service provider (cif any) If any action, suit, or proceeding is initiated from and against any and all third-party entitled to indemnification hereunder (“Indemnified Party”claims, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any way from Participant’s submission of data to the AQUA Registry or use of data obtained through the AQUA Registry, absent the gross negligence or willful misconduct of AUAER or any independent data warehouse service provider, respectively. All of the foregoing rights of indemnification shall apply to any expenses incurred by AUAER and any independent data warehouse service provider in defending themselves, respectively, against claims of gross negligence or willful misconduct unless a court of competent jurisdiction concludes in a final judgment that such defense and settlementparty seeking indemnification has committed gross negligence or willful misconduct. Under no circumstances will either party be liable to the other for any indirect or consequential damages of any kind, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party lost profits (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party). (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were have been advised of the possibility thereofsuch loss or damage) arising in any way in connection with this Agreement. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.[IF PARTICIPANT IS A GOVERNMENT INSTITUTION THAT IS NOT ABLE TO PROVIDE INDEMNIFICATION, THE FOLLOWING ALTERNATIVE PROVISION MAY BE SUBSTITUTED FOR THE ABOVE SECTION 7:

Limitation of Liability; Indemnification. (a) Company agrees to The Seller shall indemnify and hold harmless the FundCustodian and its directors, its officers, agents and employees from and against any and all loss, costs, expenses, damages, liabilities or claims, including reasonable fees, compensation, expenses and disbursements of such agents, investment adviserrepresentatives, servicers, experts and counsel as the Custodian may reasonably employ in connection with the exercise and performance of its powers and duties in connection herewith, and Distributor harmless from its action or inaction in connection with the Agreement including Losses which are incurred by reason of any claimaction or inaction by any issuer of an Instrument (collectively, damage“Losses”), loss, liability, or expense (“Loss”) resulting from Company’s breach except for those Losses arising out of this agreement, CompanyCustodian’s gross negligence negligence, bad faith or willful misconduct in performance (as agreed by the Custodian or determined by a court of its duties hereundercompetent jurisdiction). In no event shall Custodian be liable to Buyer, Seller or any third party for special, indirect, punitive or consequential damages, or lost profits or loss of business, arising under or in connection with this Agreement. Custodian may apply for and obtain the advice of nationally recognized counsel, accountants and other experts and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion. Buyer and Seller agree, jointly and severally, to indemnify Custodian and to hold it harmless against any failure on Companyand all Losses (including claims by Buyer or Seller) which are sustained by Custodian as a result of Custodian’s part action or inaction in connection with this Agreement (including legal fees or expenses incurred in connection with any action or suit defended or brought by the Custodian to comply with applicable laws; providedenforce indemnification obligations of the parties), howeverexcept those Losses arising out of Custodian’s own gross negligence, that the Company will not be liable for indemnification hereunder to the extent that any Loss results from the bad faith or willful misconduct (as agreed by the Custodian or gross negligence determined by a court of Distributor or its affiliatescompetent jurisdiction). Such It is expressly understood and agreed that Custodian’s right to indemnification will hereunder shall be enforceable against Buyer and Seller directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of any rights or recourse that Buyer or Seller may have against any such third party. This indemnity shall be a continuing obligation of Buyer and Seller and shall survive the termination of any Transactions or this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss Agreement or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence resignation or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence removal of the Company or its affiliates. Such right to indemnification will survive the termination of this agreementCustodian. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party). (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) Company agrees to indemnify and hold In the Fundevent that CFMD or any of its Affiliates becomes involved in any capacity in any action, its agents, investment adviser, and Distributor harmless from any claim, damage, loss, liabilityproceeding, or expense investigation brought by or against any Person, including equity holders of Issuer, in connection with or as a result of the engagement pursuant to this Agreement, Issuer upon request by CFMD will reimburse CFMD, their respective officers, directors and associated Persons (the “LossCFMD Parties”) resulting from Company’s breach for their reasonable legal and other expenses (including the reasonable cost of this agreement, Company’s gross negligence or willful misconduct any investigation and preparation) incurred in performance of its duties hereunder, or any failure on Company’s part to comply with applicable lawsconnection therewith; provided, however, that if it is found in any such action, proceeding or investigation that any loss, claim, damage, liability or expense (each a “Loss”) of a CFMD Party has resulted from the Company willful misconduct or gross negligence of such CFMD Party in performing the services that are subject to this Agreement, such CFMD Party will not be liable for immediately repay such portion of the reimbursed amounts that is attributable to expenses incurred in relation to the act or omission of such CFMD Party. Issuer will defend, indemnify and hold the CFMD Parties or another Person entitled to indemnification hereunder under this Section 22 (an “Indemnified Party”), and their respective permitted assigns if assigned pursuant to this Agreement, harmless against any and all Losses to any Person, in connection with or as a result of the engagement pursuant to this Agreement and without regard to the exclusive or contributory negligence of any CFMD Party, except to the extent that any such Loss results from the willful misconduct or gross negligence of Distributor or its affiliates. Such right to indemnification will survive a CFMD Party in performing the termination services that are the subject of this agreement. (b) Distributor Agreement. If for any reason the foregoing indemnification is unavailable to the CFMD Parties or insufficient to hold them harmless, then Issuer will contribute to the amount paid or payable by the CFMD Parties as a result of such Loss in such proportion as is appropriate to reflect the relative economic interest of Issuer and its equity holders, on the one hand, and the CFMD Parties, on the other hand, in the matters contemplated by this Agreement as well as the relative fault of Issuer and the CFMD Parties with respect to such Loss and any other relevant equitable considerations. Issuer also agrees to indemnify and hold Company harmless from loss that neither the CFMD Parties nor any of their respective Affiliates, partners, directors, agents, employees, or damage resulting from Distributor’s breach of this agreement, Distributor’s gross controlling Persons will have any liability based on its or their exclusive or contributory negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, otherwise to Issuer or any failure Person asserting claims on Distributor’s part behalf of or in right of Issuer in connection with or as a result of any matter referred to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder in this Agreement or the engagement contemplated thereby except to the extent that a court of competent jurisdiction determines in a final, non-appealable verdict that any Loss results Losses or expenses incurred by Issuer result from the willful misconduct or gross negligence of an Indemnified Party in performing the Company or its affiliates. Such right to indemnification will survive the termination services that are subject of this agreement. Agreement. Me reimbursement, indemnity, and contribution obligations of Issuer under this Section 22 will be in addition to any liability that Issuer may otherwise have, will extend upon the same terms and conditions to any Affiliate of the CFMD Parties and the partners, directors, agents, employees and controlling Persons (c) If if any), as the case may be, of the CFMD Parties and any actionsuch Affiliate, suitand will be binding upon and inure to the benefit of any successors, permitted assigns, heirs and personal representatives of Issuer, the CFMD Parties, and any such Affiliate of any such Person. Promptly after receipt by an Indemnified Party of Notice of the occurrence of any claim or the commencement of any action or proceeding is initiated brought by a third party in respect of which indemnity may be sought against any party entitled Issuer, such Indemnified Party will notify Issuer in writing of the occurrence or commencement thereof, and Issuer shall immediately assume the full defense thereof (including the employment of counsel reasonably satisfactory to indemnification hereunder (“the Indemnified Party”, with Party and the other party being payment of the “Indemnifying Party”fees and expenses of such counsel). Notwithstanding the preceding sentence, the Indemnified Party shall promptly notify will be entitled to employ its own counsel in such circumstance if (a) the Indemnifying Indemnified Party after receipt is advised by counsel that a conflict of notice interest exists which makes representation by counsel chosen by Issuer not advisable, (b) Issuer fails to assume such defense in a timely manner or (c) Issuer has consented to the use of separate counsel. In such event, the reasonable fees and disbursements of such claim; provided that a delay in or failure counsel retained by the Indemnified Party to provide will be paid by Issuer. Issuer shall not, without the prior written consent of CFMD, which may be withheld in CFMD’s sole and absolute discretion, effect any settlement of any pending or threatened action, suit or proceeding in respect of which an Indemnified Party is or could have been a party and indemnity has or could have been sought hereunder by such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Indemnified Party, at its sole expense, shall promptly assume and control the defense unless such settlement (i) includes an unconditional release of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with from all liability on claims that are the Indemnifying Party in the defense subject matter of such claimaction, including suit or proceeding, (ii) does not include any proposed settlement admission of wrongdoing, fault, failure to act or improper activity of any kind of either CFMD Party or such Indemnified Party, and (subject to the requirements below iii) omits any equitable order, judgment, or term that affects, restrains, or interferes with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred business. Me indemnity, contribution and expense reimbursement agreements and obligations set forth herein shall be in providing information and assistance in connection therewith). If the Indemnifying Party fails addition to diligently assume the defense of such claim and defend the any other rights, remedies or indemnification which any Indemnified Party as required by this section, then the Indemnified Party shall may have or be entitled to defend the claim with counsel at common law or otherwise, and shall remain operative and in full force and effect regardless of its own choosing at the expense of, for the account any investigation as to any facts or circumstances pertaining to Issuer by or on behalf of and at the risk of the Indemnifying any Indemnified Party. In addition, Issuer further agrees that the Indemnified Party may participate, in its sole discretion, in indemnification and expense advance and reimbursement obligations set forth herein shall apply whether or not CFMD or any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party)a formal party to a proceeding or claim. (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) Company agrees to indemnify and hold the Fund, its agents, investment adviser, and Distributor harmless from any claim, damage, loss, liability, or expense (“Loss”) resulting from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in performance of its duties hereunder, or any failure on Company’s part to comply with applicable laws; provided, however, that the Company will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of Distributor or its affiliates. Such right to indemnification will survive the termination of this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this sectionSection, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party). (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) Company agrees to indemnify and hold the Fund, its agents, investment adviser, and Distributor harmless from any claim, damage, loss, liability, or expense (“Loss”) resulting from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in performance of its duties hereunder, or any failure on Company’s part to comply with applicable laws; provided, however, that the Company will Custodian shall not be liable for indemnification hereunder any costs, expenses, damages, liabilities or claims, including reasonable fees of counsel (collectively, "LOSSES"), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by reason of any action or inaction by the Book-Entry System, or any Clearing Corporation, or their successors or nominees, except for those Losses arising out of Custodian's negligence, bad faith or willful misconduct. In no event shall Custodian be liable to Lender, Borrower or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Custodial Undertaking. Custodian may, with respect to questions of law, apply for and obtain the extent that advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion. Each of Lender and Borrower agrees, severally but not jointly, to indemnify Custodian and to hold it harmless against any Loss results from and all Losses which are sustained by Custodian (i) in the case of Lender's indemnity, as a result of Custodian's action or inaction in connection with this Custodial Undertaking pursuant to Instructions of Lender and (ii) in the case of Borrower's indemnity, otherwise as a result of Custodian's action or inaction in connection with this Custodial Undertaking, except in the case of either (i) or (ii) those Losses arising out of Custodian's negligence, bad faith or willful misconduct or gross negligence of Distributor or its affiliatesand except, with respect to Lender, Losses, if any, relating to fees owed by Borrower to Custodian. Such It is expressly understood and agreed that Custodian's right to indemnification will survive hereunder shall be enforceable only against Lender and Borrower directly, without any obligation to first proceed against any third party for whom it may act, and irrespective of any rights or recourse that Lender or Borrower may have against any such third party. This indemnity shall be a continuing obligation of Lender and Borrower notwithstanding the termination of the Loan or this agreementCustodial Undertaking. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party). (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) Company agrees to The Client will indemnify and hold the FundCambridge, its agentsdirectors, investment adviserofficers, employees and agents harmless from and against all liabilities, damages, claims, costs, losses and expenses (collectively, the “Losses”) incurred by or asserted against Cambridge as a result of or in connection with the Services underthis Agreement or theoperation of the Client’saccount,includingbut not limited to any of the following, and Distributor harmless from any claim, damage, loss, liability, or expense (“Loss”) resulting from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in performance of its duties hereunder, or any failure on Company’s part to comply with applicable laws; provided, however, that the Company will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of Distributor or its affiliates. Such right to indemnification will survive the termination of this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay Lossesarise outofCambridge’sgrossnegligenceorwilfulmisconduct: • A DealisprocessedlaterthantheClienthadanticipatedforwhateverreason; • An Authorized Representative was not authorized to enter into a Deal or failure materially and demonstrably prejudices completethetermsoftheDeal; • An incorrect payment was made based on incorrect payment or delivery instructionsprovidedby theClientorAuthorizedRepresentative; • Any decision made, action or inaction taken by the Indemnifying Party’s ability Client or any party in reliance upon information or any opinion expressed by a representative of Cambridgeas tofuturedirectionofpricesofspecificcurrencies; • Cambridge did not make any enquiries concerning instructions which are believed by Cambridge to defend such claim and results in an increase in liabilities in connection therewithbe genuineinstructionsfromthe Client or Authorized Representative; • Transmitting confidential, personal or otherwise sensitive information to Cambridgeor if Cambridgecommunicatessuch information to the Clientover the Internet. The Indemnifying Party, at Client agrees that communication by email or its sole expense, shall promptly assume use of CambridgeOnlinewillbeat Client’sownrisk. • TerminationofthisAgreementforanyreason,includingthoserelatedto regulatorynon-compliance; • Theclosureofan Accountforinactivity; • Communication malfunctions that affect the accuracy or timeliness of messages or instructions between the Client and control Cambridge and/or which preventmessagesfrombeingtransmittedinwholeorinpart; • If the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter Client makes a mistake when enteringinformation on the basis stipulated by Application orwhenusingCambridgeOnline; • Unauthorizedaccess to accountsonline or lossesthatoccur as a resultof the Indemnifying Party (with Client voluntarilydisclosing the Indemnifying Party being responsible Client’s account information, or for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails failing to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, log off properly or for the account of and at the risk of the Indemnifying Party. In additioncarelessand improperhandling, storage or disclosureof accountinformation; • If for any reason, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall Client cannot settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the accessany part of Cambridge Online or CambridgeOnlinedoesnotfunctionorisnotavailable; • Anyharmor losstotheClient’spersonalcomputerordata; • Anyharm of losssufferedby the Indemnified Party, imposes any obligation Clientby reasonof anyact or liability on the Indemnified Party, omissionin thecourseof or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party)in connectionwiththeuseof anyElectronicAccessDevice;or • Timeliness,sequence,accuracyor completenessor fitnessfora particular purposeofanyMarketInformationprovidedbyCambridge. (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) Company agrees to indemnify and hold the Fund, its agents, investment adviser, and Distributor harmless from any claim, damage, loss, liability, or expense (“Loss”) resulting from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in performance of its duties hereunder, or any failure on Company’s part to comply with applicable laws; provided, however, that the Company will Custodian shall not be liable for indemnification hereunder any costs, expenses, damages, liabilities or claims, including reasonable fees of counsel (collectively, "Losses"), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by reason of any action or inaction by the Book-Entry System, any Clearing Corporation or Trust Receipt Issuer, or their successors or nominees, except for those Losses arising out of Custodian's negligence, bad faith or willful misconduct. In no event shall Custodian be liable to Buyer, Seller or any third party for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with this Custodial Undertaking. Custodian may, with respect to questions of law, apply for and obtain the extent advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion. Buyer and Seller agree, jointly and severally, to indemnify Custodian and to hold it harmless against any and all Losses (including claims by Buyer or Seller) which are sustained by Custodian as a result of Custodian's action or inaction in connection with this Custodial Undertaking, except those Losses arising out of Custodian's negligence, bad faith or willful misconduct. It is expressly understood and agreed that any Loss results from the willful misconduct or gross negligence of Distributor or its affiliates. Such ▇▇▇▇▇▇▇▇▇'s right to indemnification will survive hereunder shall be enforceable against ▇▇▇▇▇ and Seller directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of any rights or recourse that Buyer or Seller may have against any such third party. This indemnity shall be a continuing obligation of Buyer and Seller notwithstanding the termination of this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss any Transactions or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence Custodial Undertaking. If Seller or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or Buyer pays any failure on Distributor’s part amounts to comply with applicable laws; provided, however, that Distributor will not be liable Custodian for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with which the other party being the “Indemnifying Party”)is liable, the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of then such claim; provided that a delay paying party shall, in or failure by the Indemnified Party addition to provide such notice shall not relieve the Indemnifying Party of its obligations any other rights it may have under this SectionCustodial Undertaking or by law and equity, except be subrograted to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability rights of Custodian with regard to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party)payment. (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) To the fullest extent permitted by law, the Management Company and any officer, director, employee, agent or attorney of the Management Company (collectively, the "Indemnitees") shall not have any liability to the Company or any of its subsidiaries for any loss, damage, cost or expense (including, without limitation, any court costs, attorneys' fees and any special, indirect, consequential or punitive damages of the Company or any of its subsidiaries) allegedly arising out of the Management Company's management services rendered to the Company or any of its subsidiaries hereunder or the Indemnities' acts, conduct or omissions in connection with the Management Company's management services rendered to the Company or any of its subsidiaries hereunder; provided, however, that this provision shall not apply if such loss, damage, cost or expense arises out of (i) an act of embezzlement or commission of a criminal felony by the Management Company or (ii) willful misconduct or gross negligence by the Management Company. (b) To the fullest extent permitted by law, the Company agrees to indemnify the Indemnitees and hold the FundIndemnitees harmless against, its agents, investment adviser, and Distributor harmless from any claimloss, damage, loss, liability, cost or expense (“Loss”including, without limitation, court costs and reasonable attorneys' fees) resulting from which the Indemnitees may sustain or incur by reason of any threatened, pending or completed investigation, action, claim, demand, suit, proceeding or recovery by any person (other than the Indemnitees) allegedly arising out of the Management Company’s breach of this agreement, Company’s gross negligence 's management services rendered to the Company or willful misconduct in performance any of its duties subsidiaries hereunder or the Indemnitees' acts, conduct or omissions in connection with the Management Company's management services rendered to the Company or any of its subsidiaries hereunder, or except in any failure on Company’s part instance in which the Indemnitees would not be exempted from liability under Section 7(a) hereof. (c) Any Indemnitee shall as promptly as practicable notify the Company of a claim as to comply with applicable lawswhich indemnification is sought by such Indemnitee; provided, however, that the Company will shall not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of Distributor or its affiliates. Such right to indemnification will survive the termination of this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party relieved of its obligations under this Section, hereof by reason of the failure by such Indemnitee to give such notice to the Company except to the extent that such delay failure interferes with or failure materially and demonstrably prejudices adversely affects the Indemnifying Party’s Company's ability to defend such claim and results in an increase in liabilities in connection therewithclaim. The Indemnifying Party, at Company shall have the right in its sole expensediscretion to defend or compromise any claim for which indemnification is sought under this Section 7, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party Indemnitee shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) all reasonable requests of the matter on Company in connection therewith; provided, however, if the basis stipulated Indemnitee has been advised by counsel that an actual or potential conflict of interest would exist were such Indemnitee to be represented by counsel for the Indemnifying Party (with Company, such Indemnitee may have separate counsel, the Indemnifying Party being responsible for all costs reasonable fees and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense counsel engaged on behalf of such claim Indemnitee to be borne by the Company. An Indemnitee, at any time and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results , may participate in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified judicial proceeding controlled by the Indemnifying PartyCompany pursuant to this Section 7(d). (d) Notwithstanding anything herein . To the extent that an Indemnitee would be entitled to indemnification under this Section 7 but a court determines the undertaking to indemnify and hold harmless set forth in this Section 7 is unenforceable because it is violative of any law or public policy, the Company shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential payment and satisfaction of all indemnified liabilities and obligations incurred by the Indemnitees or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised any of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Sectionthem.

Limitation of Liability; Indemnification. (a) Company agrees to The Client will indemnify and hold the FundCambridge, its agentsdirectors, investment adviserofficers, employees and agents harmless from and against all liabilities, damages, claims, costs, losses and expenses (collectively, the “Losses”) incurred by or asserted against Cambridge as a result of or in connection with the Services under this Agreement or the operation of the Client’s account, including but not limited to any of the following, and Distributor harmless from any claim, damage, loss, liability, or expense (“Loss”) resulting from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in performance of its duties hereunder, or any failure on Company’s part to comply with applicable laws; provided, however, that the Company will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of Distributor or its affiliates. Such right to indemnification will survive the termination of this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay Losses arise outof Cambridge’sgrossnegligenceor wilfulmisconduct: • A Dealisprocessedlaterthanthe Clienthadanticipated for whateverreason; • An Authorized Representative was not authorized to enter into a Deal or failure materially and demonstrably prejudices completethetermsof theDeal; • An incorrect payment was made based on incorrect payment or delivery instructionsprovided by theClientor AuthorizedRepresentative; • Any decision made, action or inaction taken by the Indemnifying Party’s ability Client or any party in reliance upon information or any opinion expressed by a representative of Cambridge as to defend futuredirectionof pricesof specificcurrencies; • Cambridge did not make any enquiries concerning instructions which are believed by ▇▇▇▇▇▇▇▇▇ to be genuine instructions from the Client or Authorized Representative; • Transmitting confidential, personal or otherwise sensitive information to Cambridge or if Cambridge communicates such claim and results in an increase in liabilities in connection therewithinformation to the Client over the Internet. The Indemnifying PartyClient agrees that communication by email or its use of CambridgeOnlinewillbe at Client’sownrisk. • Terminationof this Agreementforanyreason, at its sole expense, shall promptly assume includingthoserelatedto regulatorynon-compliance; • Theclosureof an Accountforinactivity; • Communication malfunctions that affect the accuracy or timeliness of messages or instructions between the Client and control Cambridge and/or which preventmessagesfrombeingtransmittedin wholeor in part; • If the defense of such claim using counsel of its own choosing and Client makes a mistake when entering information on the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject Application or whenusingCambridgeOnline; • Unauthorized access to the requirements below with respect to settlement) accountsonline or losses that occur as a result of the matter on Client voluntarily disclosing the basis stipulated Client’s account information, or for failing to log off properly or for the careless and improper handling, storage or disclosure of accountinformation; • If for any reason, the Client cannot access any part of Cambridge Online or CambridgeOnlinedoesnotfunctionor is notavailable; • Anyharm or lossto theClient’spersonalcomputeror data; • Any harm of loss suffered by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses Client by reason of such defense and settlementany act or omission in thecourse of or in connectionwiththeuse of any ElectronicAccess Device; or • Timeliness, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this sectionsequence, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in accuracy or completeness or fitnessfor a particular purposeof any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party)MarketInformationprovidedby Cambridge. (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) Company agrees Authorized Distributor will perform the services provided for in this Agreement in material compliance with all applicable laws of which it has knowledge or reasonably should have knowledge. Novation acknowledges that (i) authorized Distributor is not the manufacturer of any of the products distributed by it and makes no warranties (express or implied) with respect to indemnify any products distributed hereunder and hold (ii) all products purchased by Participating Members hereunder are selected by the FundParticipating Members without reliance upon Authorized Distributor. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, its agentsAUTHORIZED DISTRIBUTOR DOES NOT MAKE ANY WARRANTY, investment adviserEXPRESS OR IMPLIED, and Distributor harmless from any claimWITH RESPECT TO THE PRODUCTS PROVIDED HEREUNDER. CUSTOMERS SHALL LOOK TO THE MANUFACTURER OF PRODUCTS FOR ANY WARRANTY THEREON. NO AGENT, damage, loss, liability, or expense (“Loss”) resulting from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in performance of its duties hereunder, or any failure on Company’s part to comply with applicable laws; provided, however, that the Company will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of Distributor or its affiliates. Such right to indemnification will survive the termination of this agreementREPRESENTATIVE OR EMPLOYEE OF AUTHORIZED DISTRIBUTOR HAS ANY AUTHORITY TO MAKE ANY REPRESENTATION OR WARRANTY ABOUT PRODUCTS. (b) Authorized Distributor agrees to indemnify and hold Company Novation, the Participating Members, and their respective officers, directors and affiliates harmless from loss any damage, loss, liability or damage resulting from Distributor’s breach expense (including reasonable expenses of investigation and reasonable attorneys' fees) arising out of (i) the performance of this agreementAgreement which is caused in whole or in part by any negligent or intentional act or omission of Authorized Distributor, Distributor’s gross negligence its employees, agents and subcontractors, except to the extent such liabilities arise out of the fault of Novation, the Participating Members or willful misconduct in performance other third party; (ii) any asserted or actual violation of its duties hereunderthe Food, material misstatements or omissions in the ProspectusDrug and Cosmetic Act, or any failure on other federal, state or municipal law by virtue of which products sold, supplied or delivered by Authorized Distributor shall be alleged or determined to be adulterated, diverted, misbranded, mislabeled or otherwise not in full compliance with any federal, state or municipal law and which violation is caused by Authorized Distributor’s part 's negligent handling of products sold to comply with applicable laws; providedParticipating Members and (iii) claims of bodily injury, howeverdeath or property damage arising out of Participating Members' possession, that distribution, sale or use of products distributed by Authorized Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence and caused by Authorized Distributor's negligent handling of the Company or its affiliatessuch products. Such right to indemnification will survive the termination of this agreementCUSTOMERS SHALL NOT HOLD AUTHORIZED DISTRIBUTOR LIABLE FOR ANY DEFECT IN PRODUCTS DISTRIBUTED HEREUNDER UNLESS SUCH DEFECT RESULTS FROM THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF AUTHORIZED DISTRIBUTOR. CUSTOMERS AGREE TO LOOK SOLELY TO THE MANUFACTURER OF PRODUCTS FOR ANY CLAIM ARISING DUE TO LOSS, INJURY, DAMAGE OR DEATH RELATED TO THE USE OR SALE OF PRODUCTS. AUTHORIZED DISTRIBUTOR SHALL NOT BE RESPONSIBLE TO NOVATION, PARTICIPATING MEMBERS OR ANY THIRD PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS) ARISING DIRECTLY OR INDIRECTLY OUT OF THE PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT. (c) If Novation agrees to indemnify and hold Authorized Distributor, its officers, directors and affiliates harmless from any actiondamage, suitloss, liability or proceeding expense (including, without limitation, reasonable expenses of investigation and reasonable attorneys' fees) arising out of (i) the performance of this Agreement which is initiated against caused, in whole or in part, by any party entitled to indemnification hereunder (“Indemnified Party”negligent or intentional act or omission of Novation, with the other party being the “Indemnifying Party”)its employees, the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Sectionagents and subcontractors, except to the extent that such delay liabilities arise out of the fault of Authorized Distributor or failure materially other third party, (ii) any asserted or actual violation of the Food, Drug and demonstrably prejudices the Indemnifying Party’s ability Cosmetic Act, or any other federal, state or municipal law by virtue of which products sold, supplied or delivered by Authorized Distributor shall be alleged or determined to defend such claim be adulterated, diverted, misbranded, mislabeled or otherwise not in full compliance with any federal, state or municipal law and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense which violation is caused by Novation's negligent handling or use of such claim using counsel products and (iii) claims of its own choosing bodily injury, death or property damage arising out of Novation's possession, distribution, sale or use of products and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense caused by Novation's negligent handling or use of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party)products. (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) Company It is the intent of the parties that each party will be responsible for its own acts, errors and omissions and that each party is liable to the other party for any actual direct damages incurred by the non-breaching party as a result of the breaching party’s failure to perform its obligations in the manner required by this Agreement. Notwithstanding the foregoing, no party will be liable hereunder for, and each party hereby expressly waives any and all rights with respect to, exemplary, punitive, presumptive, special, incidental, consequential or speculative damages. Nothing herein shall limit any rights to indemnification that any officer, director or other person may have under the governing documents of Clear Spring Life or Guggenheim Life or other agreements, vote of shareholders or otherwise, all as may be applicable. (b) Guggenheim Life agrees to indemnify and hold harmless Clear Spring Life and any of its directors, officers, employees, agents and representatives (to the Fundextent such persons are not Specified Personnel) from any and all liabilities sustained by Clear Spring Life arising out of or related to this Agreement caused by any actual or alleged: (i) fraud, its theft or embezzlement by directors, officers, employees, agents, investment adviseror subcontractors of Guggenheim Life or the Specified Personnel; (ii) failure, and Distributor harmless from any claimeither intentional or unintentional, damage, loss, liability, of Guggenheim Life or expense the Specified Personnel to properly perform the services or take the action required by this Agreement; (“Loss”iii) resulting from Company’s breach acts of this agreement, Company’s gross negligence or willful misconduct in performance committed by directors, officers, employees, agents or Subcontractors of its duties hereunder, Guggenheim Life or any the Specified Personnel; (iv) failure on Company’s part of Guggenheim Life or the Specified Personnel to comply with the terms of this Agreement, or (v) violations by Guggenheim Life or the Specified Personnel of laws or regulations applicable lawsto Clear Spring Life, Guggenheim Life, the Specified Personnel or the services. With respect to the indemnification provided herein, Guggenheim Life shall have the right to cure any underlying cause of liability, and/or to mitigate such liability. (c) Clear Spring Life agrees to indemnify and hold harmless Guggenheim Life and any of its directors, officers, employees, agents and representatives from any and all liabilities sustained by Guggenheim Life arising out of or related to this Agreement caused by any actual or alleged: (i) fraud, theft or embezzlement by directors, officers, employees, or agents of Clear Spring Life; provided(ii) failure, howevereither intentional or unintentional, that of Clear Spring Life to properly take the Company will actions required by this Agreement; (iii) acts of gross negligence or willful misconduct committed by directors, officers, employees, or agents of Clear Spring Life; (iv) failure of Clear Spring Life to comply with the terms of this Agreement or (v) violations by Clear Spring Life of laws or regulations applicable to Clear Spring Life, Guggenheim Life or the services. However, Clear Spring Life shall not be liable for indemnification hereunder any failure on the part of Clear Spring Life directly caused by the action or inaction of Guggenheim Life, including when acting in the name or on behalf of Clear Spring Life. With respect to the extent that any Loss results from indemnification provided for herein, Clear Spring Life shall have the willful misconduct or gross negligence of Distributor or its affiliates. Such right to indemnification will cure any underlying cause of liability and/or to mitigate such liability. (d) This Section 15 shall survive the termination of this agreementAgreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party). (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) Company agrees to The Seller shall indemnify and hold harmless the FundCustodian and its directors, its officers, agents and employees from and against any and all loss, costs, expenses, damages, liabilities or claims, including reasonable fees, compensation, expenses and disbursements of such agents, investment adviserrepresentatives, servicers, experts and counsel as the Custodian may reasonably employ in connection with the exercise and performance of its powers and duties in connection herewith, and Distributor harmless from its action or inaction in connection with the Agreement including Losses which are incurred by reason of any claimaction or inaction by any issuer of an Instrument (collectively, damage“Losses”), loss, liability, or expense (“Loss”) resulting from Company’s breach except for those Losses arising out of this agreement, CompanyCustodian’s gross negligence negligence, bad faith or willful misconduct in performance (as agreed by the Custodian or determined by a court of its duties hereundercompetent jurisdiction). In no event shall Custodian be liable to Buyer, Seller or any third party for special, indirect, punitive or consequential damages, or lost profits or loss of business, arising Annex III-10 under or in connection with this Agreement. Custodian may apply for and obtain the advice of nationally recognized counsel, accountants and other experts and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion. Buyer and Seller agree, jointly and severally, to indemnify Custodian and to hold it harmless against any failure on Companyand all Losses (including claims by Buyer or Seller) which are sustained by Custodian as a result of Custodian’s part action or inaction in connection with this Agreement (including legal fees or expenses incurred in connection with any action or suit defended or brought by the Custodian to comply with applicable laws; providedenforce indemnification obligations of the parties), howeverexcept those Losses arising out of Custodian’s own gross negligence, that the Company will not be liable for indemnification hereunder to the extent that any Loss results from the bad faith or willful misconduct (as agreed by the Custodian or gross negligence determined by a court of Distributor or its affiliatescompetent jurisdiction). Such It is expressly understood and agreed that Custodian’s right to indemnification will hereunder shall be enforceable against Buyer and Seller directly, without any obligation to first proceed against any third party for whom they may act, and irrespective of any rights or recourse that Buyer or Seller may have against any such third party. This indemnity shall be a continuing obligation of Buyer and Seller and shall survive the termination of any Transactions or this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss Agreement or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence resignation or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence removal of the Company or its affiliates. Such right to indemnification will survive the termination of this agreementCustodian. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party). (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) Company agrees to indemnify and hold the Fund, its agents, investment adviser, and Distributor harmless from any claim, damage, loss, liability, or expense (“Loss”) resulting from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in performance of its duties hereunder, or any failure on Company’s part to comply with applicable laws; provided, however, that the Company will The Loan Administrator shall not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of Distributor or its affiliates. Such right to indemnification will survive the termination of this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreementexpenses, Distributor’s gross negligence or willful misconduct in performance of its duties hereunderlosses, material misstatements or omissions in the Prospectusdamages, or claims of any failure on Distributor’s part kind (including, without limitation, legal expenses and expenses relating to comply investigating and defending any claims) (collectively, “Losses”) by or with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder respect to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this SectionAccount, except to the extent that such delay Losses are actual Losses (and not incidental or failure materially and demonstrably prejudices consequential Losses) that are the Indemnifying Party’s ability to defend such claim and results in direct result of an increase in liabilities in connection therewith. The Indemnifying Partyact or omission taken or omitted by the Loan Administrator that constitutes fraud, at its sole expensewillful misconduct, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below bad faith or gross negligence with respect to settlementthe Loan Administrator’s obligations under this Agreement (collectively referred to as “Loan Administrator Breaches”). (b) of the matter on Company and OFS Capital shall, jointly and severally, indemnify and hold harmless the basis stipulated by the Indemnifying Loan Administrator, its Affiliates, and their respective officers, employees, directors, agents, stockholders, members and partners (each, an “OFS Indemnified Party”) from and against any and all Losses, and will promptly reimburse each such OFS Indemnified Party (with the Indemnifying Party being responsible for all costs reasonable fees and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by an OFS Indemnified Party with respect thereto, arising out of or in connection with the Loan Administrator’s provision of loan administration services under this Agreement; provided, that neither the Company nor OFS Capital shall be so liable to the extent that such defense Loss was caused by or arose out of a Loan Administrator Breach. (c) the Loan Administrator shall indemnify, defend and settlementhold harmless the Company, including its Affiliates, and their respective officers, employees, directors, agents, stockholders, members and partners (each, a “Loan Administrator Indemnified Party”) from and against any and all Losses, and will promptly reimburse each such Loan Administrator Indemnified Party for all reasonable fees and expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by a Loan Administrator Indemnified Party with respect thereto, to the reimbursement extent that such Loss is caused by, or arose out of or in connection with, any Loan Administrator Breach; provided, that the Loan Administrator shall not be so liable to the extent that such Loss was caused by or arose out of a Loan Administrator Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this sectionown fraud, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense ofbad faith, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt willful misconduct or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party)gross negligence. (d) Notwithstanding anything herein to None of the contraryLoan Administrator, neither party OFS Capital or the Company shall be liable for trading losses, lost revenues, specialany consequential (including loss of profits), incidental, punitive, indirect, consequential special or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Sectionpunitive damages.

Limitation of Liability; Indemnification. (a) Company agrees Notwithstanding any provision of the Agreement or this Amendment that expressly or by implication provides to indemnify and hold the Fundcontrary, its agents, investment adviser, and Distributor harmless from any claim, damage, loss, liability, or expense (“Loss”) resulting from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in performance of its duties hereunder, or any failure on Company’s part to comply with applicable laws; provided, however, that the Company will BISYS shall not be liable for indemnification hereunder any loss, damage, cost, expense or liability incurred or sustained by the Company or any claim brought against any Company (including as a result of the Company's failure to comply with its obligations under Applicable AML Laws) except to the extent that such failure is a direct and proximate result of a material breach of the Agreement as amended by this Amendment by BISYS. (For the avoidance of doubt, nothing herein is intended to limit any Loss results liability BISYS may have for its duties under any Transfer Agency Agreement between BISYS and the Trust.) In addition, neither BISYS nor any individual serving from time to time as the Trust's AML Compliance Officer shall have any liability to the Trust or any of its trustees, officers, employees, interest holders or service providers for any actions taken or omissions by such individual in the course of acting a AML Compliance Officer unless such acts for failure to act constitutes willful misconduct or misfeasance, bad faith, gross negligence or reckless disregard of Distributor such individual's duties hereunder as AML Compliance Officer. The Trust shall indemnify BISYS and any individual serving from time to time as the Trust's AML Compliance Officer (collectively, the "Indemnified Parties") to the fullest extent permitted for officers of the Trust by applicable laws and the Trust's Declaration of Trust and shall keep such individual covered by appropriate insurance as permitted in Article IV, Section 3(n) of the Declaration of Trust. In the event of any change to the Declaration of Trust or its affiliates. Such the Trust's insurance coverage that would affect the indemnification and coverage of BISYS and the individual serving as the Trust' AML Compliance Officer, the Trust shall notify BISYS as soon as reasonably practicable, and if such indemnification or coverage is materially impaired, BISYS shall have the right to terminate this Amendment by giving written notice to the Trust within 30 days. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. An Indemnified Party shall promptly advise the Trust of all pertinent facts concerning any situation with respect to which a claim for indemnification may be made under this section, but failure to do so in good faith shall not affect the rights hereunder except to the extent the Trust is materially prejudiced thereby. The Trust 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 Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the Indemnified Parties, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, an Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of the suit, it will reimburse the Indemnified Parties for the reasonable fees and expenses of any counsel retained by them. Notwithstanding the foregoing, the Trust shall not consent to any settlement that imposes liability or obligations upon any Indemnified Party without such Indemnified Party's prior written consent. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this agreementAgreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party). (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) Company Backhaul agrees to indemnify indemnify, defend and hold harmless Seller and any Seller Indemnified Party from and against (i) all liabilities, obligations and damages paid, suffered or incurred by Seller or any Seller Indemnified Party arising out of or in connection with a breach by Backhaul of this Transition Services Agreement and (ii) all other liabilities, obligations and damages paid, suffered or incurred by Seller and any Seller Indemnified Party arising out of or in connection with the FundServices rendered pursuant to this Transition Services Agreement, its agentsother than the obligations of Seller under this Transition Services Agreement and other than liabilities, investment adviser, and Distributor harmless from any claim, damage, loss, liability, obligations or expense damages described in this clause (“Loss”ii) resulting from Company’s the willful breach by Seller of this agreement, Company’s gross negligence Transition Services Agreement or willful misconduct in performance of its duties hereunder, or any failure on Company’s part to comply with applicable laws; provided, however, that the Company will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence by Seller, any Affiliate thereof or any director, officer, employee or agent of Distributor Seller or its affiliates. Such right to indemnification will survive the termination of this agreementAffiliate thereof. (b) Distributor Seller agrees to indemnify indemnify, defend and hold Company harmless Backhaul and any Buyer Indemnified Party from loss and against all (i) all liabilities, obligations and damages paid, suffered or damage incurred by Backhaul or any Buyer Indemnified Party arising out of or in connection with a breach by Seller of this Transition Services Agreement and (ii) all other liabilities, obligations and damages paid, suffered or incurred by Backhaul and any Buyer Indemnified Party arising out of or in connection with the Services rendered pursuant to this Transition Services Agreement, other than the obligations of Backhaul under this Transition Services Agreement and other than liabilities, obligations or damages described in this clause (ii) resulting from Distributor’s the willful breach by Backhaul of this agreement, Distributor’s gross negligence Transition Services Agreement or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence by Backhaul, any Affiliate thereof or any director, officer, employee or agent of Backhaul or Affiliate thereof. In no event shall the Company amounts paid by Seller under this Section 11(b) exceed an amount equal to $30,000 plus the amount of any Services Fees received by Seller hereunder, except in the case of gross negligence or its affiliates. Such right to indemnification will survive the termination willful misconduct of this agreementSeller or any director, officer, employee or agent of Seller. (c) If any action, suit, or proceeding is initiated against any party entitled to Any indemnification claims made hereunder (“Indemnified Party”, shall be made in accordance with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay procedure set forth in or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) Section 9.3 of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party shall not settle any such claim without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party)Asset Purchase Agreement. (d) The provisions of this Section 11 shall be the exclusive remedy of the parties hereto against any other party with respect to matters arising under or in connection with this Transition Services Agreement and the Services. Each party acknowledges that no claim for indemnification shall be made under the Asset Purchase Agreement with respect to matters arising under or in connection with this Transition Services Agreement and the Services. (e) Notwithstanding anything herein in this Transition Services Agreement to the contrary, neither party shall have any liability, direct or indirect, under or in respect of this Transition Services Agreement under any theory of tort, contract, strict liability or other legal or equitable theory, to any Indemnified Party, except as set forth in Section 11 of this Transition Services Agreement, and neither party shall be liable under this Section 11 under any circumstances for trading lossesany consequential, punitive or exemplary damages, lost revenuesprofits or damages determined as a multiple of income, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable revenue or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.like..

Limitation of Liability; Indemnification. (a) Company [Subject to Clause 12.2, Institution agrees to indemnify and hold the FundCompany, its agentsdirectors, investment adviserofficers, agents and Distributor harmless from employees and CI (“Company Indemnitees”) against any claimliability, damage, loss, liability, loss or expense (“Loss”) resulting from Company’s incurred to or imposed upon them by a Study Participant or their dependents arising out of any negligent act or omission relating to any clinical intervention or procedure provided for or required by the Protocol to which the Study Participant would not otherwise have been exposed but for their participation in the Study which results in personal injury, including death, to a Study Participant, except to the extent the same is caused by the negligent or wrongful acts or omissions or breach of statutory duty of the Company Indemnitees or a breach of any of their obligations and warranties under this agreementAgreement.] In the event of any claim or proceeding in respect of personal injury and death being made or brought against the Company by a Study Participant, Companythe Institution shall indemnify the Company and its staff against any claims, proceedings and related costs, expenses, losses and damages arising from the Institution’s gross negligence or willful misconduct in negligent performance of its duties hereunderthe management, design or any failure on Company’s part to comply with applicable laws; providedconduct of the Study, however, that the Company will not be liable for indemnification hereunder save to the extent that any Loss results from they were caused, or contributed to, by the willful misconduct negligence, wrongful acts, omissions, or gross negligence of Distributor or its affiliates. Such right to indemnification will survive the termination of this agreement. (b) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence statutory duty of the Company or its affiliatesStaff. Such right to indemnification will survive [Company shall indemnify the termination Institution, [the Study sites] its directors, officers, employees and agents of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder the (“Indemnified Party”, with the other party being the “Indemnifying PartyInstitution Indemnitees”), from and against any and all liability, damages, loss, costs and expenses (including any settlements or ex gratia payments made with the Indemnified Party shall promptly notify consent of Company and) incurred by any such Institution Indemnitee person in connection with any claim made or brought (whether successfully or otherwise) by a Study Participant (or their dependants) that result from the Indemnifying Party after receipt Product and its failure to comply with any requirement or warranty of notice of such claim; provided that a delay in this Agreement, GMP and / or failure by the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations under this Sectionapplicable law, except to the extent that such delay the same is caused by the negligence, wrongful acts or failure materially omissions or breach of statutory duty of the Institution Indemnitees. Each Company Indemnitee will promptly notify Institution of any injuries and demonstrably prejudices claims of which it is made aware, provided that Company may provide one notice to Institution on behalf of all the Indemnifying Party’s ability Company Indemnitees and Institution as the case may be may provide one notice to defend Company on behalf of all the Institution Indemnitees. The [indemnity in Clause 12.1] [indemnities in Clauses 12.1 and 12.2] (delete as applicable) shall not apply to any such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense or proceedings: (a) unless as soon as reasonably practicable following receipt of notice of such claim or proceedings, the indemnified person shall have notified the indemnifying Party in writing of it and shall, upon the indemnifying Party’s request and at that indemnifying Party’s cost, have permitted the indemnifying Party to have full care and control of the claim or proceedings using counsel legal representation of its own choosing and choosing; or (b) if the Indemnified Party indemnified person shall reasonably cooperate with the Indemnifying Party have made any admission in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend or proceedings or taken any action relating to such claim or proceedings prejudicial to the Indemnified defence of it without the written consent of the indemnifying Party as (such consent not to be unreasonably withheld or delayed), provided that no indemnified person shall be deemed to be in breach of this condition by any statement properly made by the indemnified person in connection with the operation of the indemnified person’s internal complaint procedures, accident reporting procedures, or disciplinary procedures, or where such a statement is required by law. The indemnifying Party, in relation to [Clause 12.1] [Clauses 12.1 and 12.2] (delete as applicable) shall: (a) keep the indemnified person fully informed of the progress of any claim or proceedings, (b) consult fully with the indemnified person on the nature of any defence to be advanced; and (c) not, without the prior written consent of the indemnified person (such consent not to be unreasonably withheld or delayed), enter into any settlement or compromise of such claim or proceedings which: (i) would result in injunctive or other relief being imposed against an indemnified person; or (ii) does not include as an unconditional term the giving by the claimant to all applicable indemnified persons of a release from liability in relation to such claim or proceedings. Each Party shall give to the indemnifying Party such assistance as it may reasonably require for the conduct and prompt handling of any such claim or proceedings. Nothing in this section, then Clause 12 shall restrict or limit an indemnified person’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that gives rise to a claim under [Clause 12.1] [Clauses 12.1 and 12.2] (delete as applicable). The benefit conferred by this Clause 12 is intended to be enforceable by the Indemnified persons referred to in it.] No Party shall be entitled liable to defend the claim with counsel other for indirect, special or consequential loss, nor for any loss of its own choosing at revenue, goodwill, reputation, turnover, business, bargain Nothing in this Agreement shall limit or exclude the expense ofliability of a Party to the other Party for: death or personal injury caused by the negligence of that Party; and fraud committed by or on behalf of that Party. a breach by that Party of the Data Protection Laws and any other liabilities which cannot be excluded or limited by applicable laws. Subject to Clause 12.8 (update clause reference accordingly only if optional clauses above removed), the Institution’s liability under this Agreement whether in contract, tort (including, without limitation, negligence or breach of statutory duty) or howsoever arising shall not exceed [Insert liability cap] [the value of the sums paid to Institution by Company under this Agreement]. In the case of equipment loaned to the Institution by the Company for the account of and at the risk purposes of the Indemnifying Party. In additionStudy, the Indemnified Party may participate, in Institution’s liability arising from its sole discretion, in any claim under this Section, using its own counsel at its own expense. The Indemnifying Party negligence shall exclude fair wear and tear and shall not settle any such claim without first obtaining exceed the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part value of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party)equipment. (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.

Limitation of Liability; Indemnification. (a) Company agrees 19.1 Fourth Shift Corporation will indemnify MDBS from and against any judgment won by a third-party against MDBS, which judgment relates to the interruption or loss of use of, or the furnishing, functioning or use of any MDBS-content Fourth Shift Application, or part thereof, except that Fourth Shift shall not be obligated to indemnify and hold MDBS to the Fund, its agents, investment adviser, and Distributor harmless extent that Fourth Shift establishes that the judgment resulted from any claim, damage, loss, liability, or expense (“Loss”i) resulting from Company’s breach of this agreement, Company’s the gross negligence or willful misconduct of MDBS, its employees or agents or (ii) solely from harm directly caused by an defect in performance MDBS Runtime Code, which defect was not known to Fourth Shift, and not from any error or omission of its duties hereunderFourth Shift or (iii) breach by MDBS of a representation or warranty given or other obligation undertaken by MDBS to Fourth Shift in this Agreement. To qualify for indemnity under this paragraph, or any failure on Company’s part to comply with applicable laws; provided, however, that the Company will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of Distributor or its affiliates. Such right to indemnification will survive the termination of this agreement. MDBS must (bi) Distributor agrees to indemnify and hold Company harmless from loss or damage resulting from Distributor’s breach of this agreement, Distributor’s gross negligence or willful misconduct in performance of its duties hereunder, material misstatements or omissions in the Prospectus, or any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to the extent that any Loss results from the willful misconduct or gross negligence of the Company or its affiliates. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of give Fourth Shift prompt notice of any such claim; provided that a delay in or failure by the Indemnified Party , and (ii) cooperate with Fourth Shift and allow Fourth Shift, if it elects to provide such notice shall not relieve the Indemnifying Party of its obligations under this Sectiondo so, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume and control the defense of any such claim using counsel and all related settlement negotiations. In the event that Fourth Shift has elected to control the defense of its own choosing any such claim and the Indemnified Party shall reasonably cooperate with the Indemnifying Party MDBS wishes to participate in the defense of such claimthereof, including any proposed settlement (subject Fourth Shift shall allow MDBS, if it elects to the requirements below with respect do so, to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel participate at its own expense. The Indemnifying Party shall not settle Fourth Shift Corporation will also reimburse MDBS for attorney's fees reasonably incurred by MDBS in the defense of any proceeding that results in a judgment that is indemnifiable under this paragraph. 19.2 Notwithstanding the foregoing, MDBS agrees to indemnify a Fourth Shift Entity against any judgment won by a third-party against that Fourth Shift Entity to the extent that the judgment is based upon a claim that the Fourth Shift Entity's use, duplication or distribution of MDBS Development Code or MDBS Runtime Code (as part of an MDBS-content Fourth Shift Application distributed pursuant to this Agreement) infringed any copyright, patent, trade secret or other proprietary right of a third-party. To qualify for indemnity under this paragraph, Fourth Shift must (i) give MDBS prompt notice of any such claim, and (ii) cooperate with MDBS and allow MDBS, if it elects to do so, to control the defense of any such claim without first obtaining and all related settlement negotiations. In the Indemnified Party’s prior consent where event that MDBS has elected to control the settlement defense of any such claim and any Fourth Shift Entity wishes to participate in the defense thereof, MDBS shall allow that Fourth Shift Entity, if it elects to do so, to participate at its own expense. This paragraph has no application to the extent that MDBS establishes that any claim or suit for infringement of any copyright, patent, trade secret or other proprietary right of a third-party results from a Fourth Shift Entity's modification of any MDBS Development Code or MDBS Runtime Code, or a Fourth Shift Entity's use, duplication or distribution of MDBS Development Code or MDBS Runtime Code in a form or manner that is not expressly intended and authorized by MDBS. MDBS will also reimburse a Fourth Shift Entity for attorney's fees reasonably incurred by that Fourth Shift Entity in the defense of any proceeding that results in any admission of guilt or liability on the part of the Indemnified Party, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party judgment that is indemnified by the Indemnifying Party)indemnifiable under this paragraph. (d) 19.3 Notwithstanding anything herein any language to the contrarycontrary contained herein, neither party MDBS nor any Fourth Shift Entity shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that to the other parts of this agreement are premised upon the limitation stated in this Sectionfor any exemplary or punitive damages under any circumstances.

Limitation of Liability; Indemnification. (a) In the event Company agrees is found liable to you for any costs, damages, or other liabilities related to the Agreement or the Services, the aggregate amount of such liability shall not exceed the amount you paid to Company for the specific Agreement for the Services giving rise to such claim less all third party costs and expenses incurred by Company in connection with the provision of such Services. In no event shall Company be liable for consequential, special or incidental damages in connection with the Services or the Agreement. You agree to indemnify, defend, and hold Company and its employees, owners, governors, agents, and representatives harmless from and against any and all claims, losses, damages, liabilities, or other costs related to or arising out of your breach of the Agreement, negligence, or willful or wanton conduct. Subject to the limitations set forth herein, Company will indemnify and hold the Fund, its agents, investment adviser, and Distributor you harmless from for any claim, damage, loss, liability, or expense (“Loss”) resulting from Company’s breach of this agreement, Company’s gross negligence or willful misconduct in performance of its duties hereunder, or damages awarded to a third party against you arising directly out any failure on Company’s part to comply with applicable laws; provided, however, claim by a third party that the Company IP or the Garment infringes any intellectual property right of a third party. However, Company will not be liable for indemnification hereunder have this obligation to the extent that any Loss results from it arises out of modification of the willful misconduct Garment or gross negligence Company’s IP by someone other than Company without Company’s written approval. The party requesting indemnification must notify the indemnifying party of Distributor or its affiliates. Such potential right to defense and indemnification will survive in writing detailing the termination claim as soon as practicable after learning of this agreement. (b) Distributor agrees to indemnify the claim. If it accepts the defense, the indemnifying party shall control the defense and hold Company harmless from loss or damage resulting from Distributor’s breach resolution of this agreementthe claim, Distributor’s gross negligence or willful misconduct in performance including the selection and retention of its duties hereunder, material misstatements or omissions counsel. The party requesting indemnification shall cooperate in the Prospectus, or defense and resolution of any failure on Distributor’s part to comply with applicable laws; provided, however, that Distributor will not be liable for indemnification hereunder to claim at the extent that any Loss results from the willful misconduct or gross negligence expense of the Company or its affiliatesindemnifying party. Such right to indemnification will survive the termination of this agreement. (c) If any action, suit, or proceeding is initiated against any party entitled to indemnification hereunder (“Indemnified Party”, with the other party being the “Indemnifying Party”), the Indemnified Party shall promptly notify the Indemnifying Party after receipt of notice of such claim; provided that a delay in or failure by the Indemnified Party Failure to provide such notice cooperation shall not relieve the Indemnifying Party indemnifying party of its obligations under this Section, except to the extent that such delay or failure materially and demonstrably prejudices the Indemnifying Party’s ability to defend such claim and results in an increase in liabilities in connection therewith. The Indemnifying Party, at its sole expense, shall promptly assume party requesting indemnification may participate in and control observe the defense and resolution of such claim using counsel of its own choosing and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of such claim, including any proposed settlement (subject to the requirements below with respect to settlement) of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such defense and settlement, including the reimbursement of the Indemnified Party’s reasonable out of pocket expenses incurred in providing information and assistance in connection therewith). If the Indemnifying Party fails to diligently assume the defense of such claim and defend the Indemnified Party as required by this section, then the Indemnified Party shall be entitled to defend the claim with counsel of its own choosing at the expense of, for the account of and at the risk of the Indemnifying Party. In addition, the Indemnified Party may participate, in its sole discretion, in any claim under this Section, using its own counsel at its own sole cost and expense. The Indemnifying Party indemnifying party shall not settle any such the claim in a manner that materially adversely affects the indemnified party without first obtaining the Indemnified Party’s prior consent where the settlement of such claim results in any admission of guilt or liability on the part of the Indemnified Partyits consent, imposes any obligation or liability on the Indemnified Party, or has a judicially-binding effect on the Indemnified Party (other than monetary liability for which the Indemnified Party is indemnified by the Indemnifying Party)shall not be unreasonably withheld. (d) Notwithstanding anything herein to the contrary, neither party shall be liable for trading losses, lost revenues, special, incidental, punitive, indirect, consequential or exemplary damages or lost profits, whether or not such damages were foreseeable or the parties were advised of the possibility thereof. The parties acknowledge that the other parts of this agreement are premised upon the limitation stated in this Section.