Common use of Limitation of Liability; Indemnification Clause in Contracts

Limitation of Liability; Indemnification. The Sub-Adviser shall not be liable for, and the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (including, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance of the Sub-Adviser's duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser, its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and against, any and all losses, claims, damages, liabilities or litigation (including reasonable attorney's fees and expenses) (collectively, "Losses") incurred by the Sub-Adviser directly relating to the actions of any previous sub-adviser of the Fund, including any claims by third parties (including, but not limited to, any claims made or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund shall be entitled to participate at its own expense in the defense of such action. In addition, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities laws.

Limitation of Liability; Indemnification. The Sub-Adviser Administrator shall not be liable forresponsible 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 (as defined in Section 21 below) of the Administrator. The Administrator shall, at all times, act in good faith and without willful misconduct or negligence in performing the Fund and Services. The Administrator shall have no liability in respect of any loss, damage or expense suffered by any Trust insofar as such loss, damage or expense arises from the Manager will not take any action against performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as Administrator hereunder (except to the extent such records were maintained by the Administrator pursuant to the Sub-Adviser to hold the Sub-Adviser liable for, Administration Agreement). The Administrator shall have no liability for any error of judgment or mistake of law or for any loss suffered or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the Fund negligence or willful misconduct of the Manager Administrator, its officers or employees. Neither Party shall be liable for any special, indirect, incidental, punitive or consequential damages, 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 reason agreement of the purchase, sale Parties regardless of whether such damages were foreseeable or retention of whether either Party or any security) in connection with the performance entity had been advised of the Sub-Adviser's duties possibility of such damages. In any event, unless otherwise agreed, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Trust under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part Agreement regardless of the Sub-Adviser in form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the performance of its duties under this Agreementpreceding Compensation Period, as defined herein, for any liability or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser, its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and against, any and all losses, claims, damages, liabilities or litigation (including reasonable attorney's fees and expenses) (collectively, "Losses") incurred loss suffered by the Sub-Adviser directly relating to the actions of any previous sub-adviser of the Fund, including any claims by third parties (Trust including, but not limited to, any claims made liability relating to qualification of the Trust as a regulated investment company or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any Losses arising out of or liability relating to the Fund's investments in Trust’s compliance with any federal or state tax or securities that were owned by the Fund on June 29statute, 2009 (provided that regulation or ruling during such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement)Liability Period. The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund shall be entitled to participate at its own expense in the defense of such action. In addition, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities laws.“

Limitation of Liability; Indemnification. The Sub-Adviser Seller shall not be liable for, and the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (including, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance of the Sub-Adviser's duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser, Custodian and its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser employees from and against, against any and all lossesloss, claimscosts, expenses, damages, liabilities or litigation (claims, including reasonable attorney's fees fees, compensation, expenses and expenses) disbursements of such agents, representatives, 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 from its action or inaction in connection with the Agreement including Losses which are incurred by reason of any action or inaction by any issuer of an Instrument (collectively, "“Losses") incurred by the Sub-Adviser directly relating to the actions of any previous sub-adviser of the Fund”), including any claims by third parties (including, but not limited to, any claims made or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any except for those Losses arising out of Custodian’s gross negligence, bad faith or relating to the Fund's investments in any securities that were owned willful misconduct (as agreed by the Fund on June 29Custodian or determined by a court of competent jurisdiction). In no event shall Custodian be liable to Buyer, 2009 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 and all Losses (provided that such including claims by Buyer or Seller) which are sustained by Custodian as a result of Custodian’s 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 enforce indemnification arising from or premised on any obligations of the parties), except those Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasanceCustodian’s own gross negligence, bad faith or gross negligence on willful misconduct (as agreed by the part Custodian or determined by a court of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreementcompetent jurisdiction). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect It is expressly understood and agreed that Custodian’s right to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund hereunder shall be entitled enforceable against Buyer and Seller directly, without any obligation to participate at its own expense in the defense of such action. In additionfirst proceed against any third party for whom they may act, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation and irrespective of any rights which the Fund or recourse that Buyer or Seller may have under federal securities lawsagainst 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 or resignation or removal of the Custodian.

Limitation of Liability; Indemnification. The Sub-Adviser shall not be liable forAUAER agrees to indemnify, save and the Fund hold harmless Participant from and the Manager will not take against any action against the Sub-Adviser to hold the Sub-Adviser liable forand all third party claims, costs and expenses (including attorneys’ fees and expenses), demands, actions and liabilities of every kind and character whatsoever arising or resulting in any error way from AUAER’s breach of judgment or mistake of law or for any loss suffered by the Fund or the Manager (including, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance of the Sub-Adviser's duties its obligations under this Agreement, except for a loss resulting from willful misfeasance, bad faith or absent the gross negligence on the part or willful misconduct of Participant. All of the Subforegoing rights of indemnification shall apply to any expenses incurred by Participant in defending itself against claims of gross negligence or willful misconduct unless a court of competent jurisdiction concludes in a final judgment that such party seeking indemnification has committed gross negligence or willful misconduct. Participant agrees to indemnify, save and hold harmless AUAER and its independent data warehouse service provider (if any) from and against any and all third-Adviser party claims, 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 performance AQUA Registry or use of its duties under this Agreementdata 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 reason AUAER and any independent data warehouse service provider in defending themselves, respectively, against claims of its reckless disregard gross negligence or willful misconduct unless a court of its obligations and duties under competent jurisdiction concludes in a final judgment that such party 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 lost profits (whether or not the parties have been advised of such loss or damage) arising in any way in connection with this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser[IF PARTICIPANT IS A GOVERNMENT INSTITUTION THAT IS NOT ABLE TO PROVIDE INDEMNIFICATION, its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and against, any and all losses, claims, damages, liabilities or litigation (including reasonable attorney's fees and expenses) (collectively, "Losses") incurred by the Sub-Adviser directly relating to the actions of any previous sub-adviser of the Fund, including any claims by third parties (including, but not limited to, any claims made or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund shall be entitled to participate at its own expense in the defense of such action. In addition, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities laws.THE FOLLOWING ALTERNATIVE PROVISION MAY BE SUBSTITUTED FOR THE ABOVE SECTION 7:

Limitation of Liability; Indemnification. The Sub-Adviser shall LGFCU serves only as a depository for the funds in your account, and we do not owe you a fiduciary duty with respect to your account unless we explicitly agree otherwise in writing. Our responsibility to you and to your account is limited to the exercise of ordinary care as established by the reasonable commercial standards for financial institutions. We will not be liable forto you for any claim, loss, cost or damage caused by events or circumstances beyond our reasonable control, including a loss of electrical power, the breakdown or failure of any private or common carrier communication or transmission facilities, or suspensions of payments by another financial institution. In particular, LGFCU is not liable to you if such an event or circumstances prevent us from, or delay us in, performing our obligations for a service, including acting on a payment order, crediting a fund transfer to your account, processing a transaction or crediting your account. Our liability to you for any act or failure to act shall not exceed any direct resulting loss, if any, which you incur, and the Fund and the Manager payment of any interest or dividends. In any case, we will not take any action against the Sub-Adviser to hold the Sub-Adviser be liable for, any error of judgment or mistake of law or for any loss suffered by the Fund special, incidental, exemplary, punitive or the Manager (includingconsequential losses or damages of any kind, without limitation, by reason regardless of whether you informed us of the purchasepossibility of such damages, sale or retention of any security) unless required by law. You agree to reimburse LGFCU for all claims, costs, losses and damages we may incur, including reasonable attorneys’ fees, in connection with the performance of the Sub-Adviser's duties under this Agreementyour account, except to the extent caused by our failure to exercise ordinary care. Your liability will be joint and several. We may charge any of your accounts with us for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser, its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and against, any and all such losses, claims, damages, liabilities or litigation (including reasonable attorney's fees expenses without prior notice to you. With respect to your act, omission, negligence or fault, and expenses) (collectivelyspecifically in connection with overdrafts or returned deposits to your account, "Losses") incurred by the Sub-Adviser directly relating you agree to the actions of any previous sub-adviser of the Fundreimburse LGFCU for all claims, costs, losses and damages, including any claims by third parties (including, but not limited to, any claims made or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund shall be entitled to participate at its own expense in the defense of such action. In addition, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviserfees paid for collection. Nothing in this Agreement agreement shall in any way constitute a waiver or limitation of be construed to limit any rights which the Fund may have or defenses available to us, or any warranty, indemnity or liability imposed on you, under applicable state or federal securities lawslaws or regulations or any separate agreements applicable to your accounts.

Limitation of Liability; Indemnification. No director shall be personally liable to the Corporation or any of its members for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its members, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article VIII by the Class B Member shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. The Sub-Adviser Corporation shall indemnify its directors to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director of the Corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be liable forobligated to indemnify any director (or his or her heirs, and the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment executors or mistake of law personal or for any loss suffered by the Fund or the Manager (including, without limitation, by reason of the purchase, sale or retention of any securitylegal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the performance Board of Directors. The right to indemnification conferred by this Article VIII shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to officers, employees and agents of the Sub-Adviser's duties Corporation similar to those conferred in this Article VIII to directors of the Corporation. The rights to indemnification and to the advance of expenses conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under this AgreementCertificate of Incorporation, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part Bylaws of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser, its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and againstCorporation, any and all lossesstatute, claimsagreement, damages, liabilities vote of the Class B Member or litigation (including reasonable attorney's fees and expenses) (collectively, "Losses") incurred disinterested directors or otherwise. Any repeal or modification of this Article VIII by the Sub-Adviser directly relating Class B Member shall not adversely affect any rights to indemnification and to the actions advancement of any previous sub-adviser expenses of a director or officer of the Fund, including any claims by third parties (including, but not limited to, any claims made Corporation existing at the time of such repeal or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser modification with respect to which the Sub-Adviser intends any acts or omissions occurring prior to seek indemnification from the Fund as herein provided. The Fund shall be entitled to participate at its own expense in the defense of such action. In addition, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver repeal or limitation of any rights which the Fund may have under federal securities lawsmodification.

Limitation of Liability; Indemnification. The Sub-Adviser Notwithstanding any provision of the Agreement or this Amendment that expressly or by implication provides to the contrary, BISYS shall not be liable for, and the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered loss, damage, cost, expense or liability incurred or sustained by the Fund Company or the Manager any claim brought against any Company (including, without limitation, by reason including as a result of the purchase, sale or retention Company's failure to comply with its obligations under Applicable AML Laws) except to the extent such failure is a direct and proximate result of any security) in connection with the performance a material breach of the Sub-Adviser's duties under Agreement as amended by this AgreementAmendment by BISYS. (For the avoidance of doubt, except nothing herein is intended to limit any liability BISYS may have for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreementany 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 by reason any of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser, its affiliates and their directorstrustees, officers, employees, agents and interest holders or service providers for any person controlled actions taken or omissions by or controlling the Sub-Adviser from and against, any and all losses, claims, damages, liabilities or litigation (including reasonable attorney's fees and expenses) (collectively, "Losses") incurred by the Sub-Adviser directly relating to the actions of any previous sub-adviser of the Fund, including any claims by third parties (including, but not limited to, any claims made or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply individual in the event that course of acting a AML Compliance Officer unless such Losses are finally judicially determined acts for failure to have resulted from the act constitutes willful misfeasance, bad faith or faith, gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its obligations and such individual's duties under this Agreement)hereunder as AML Compliance Officer. The Sub-Adviser Trust shall give indemnify BISYS and any individual serving from time to time as the Fund prompt notice 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 claim asserted change to the Declaration of Trust or 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 against the Sub-Adviser litigation with respect to which indemnification hereunder may ultimately be merited. An Indemnified Party shall promptly advise the Sub-Adviser intends Trust of all pertinent facts concerning any situation with respect to seek which a claim for indemnification from may be made under this section, but failure to do so in good faith shall not affect the Fund as herein providedrights hereunder except to the extent the Trust is materially prejudiced thereby. The Fund Trust shall be entitled to participate at its own expense in the defense of such action. In additionor, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such noticeit so elects, the Fund may 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 action with claim, the defense shall be conducted by counsel chosen by the Fund which counsel is it and reasonably acceptable satisfactory to the Sub-AdviserIndemnified Parties, whose approval shall not be unreasonably withheld. Nothing in this Agreement shall in any way constitute a waiver or limitation In the event that the Trust elects to assume the defense of any rights which suit and retain counsel, an Indemnified Party shall bear the Fund may have under federal securities lawsfees 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 Agreement.

Limitation of Liability; Indemnification. The Sub-Adviser (i) To the maximum extent permissible by applicable law, the Stockholder Representative shall not be liable for, and the Fund and the Manager will not take incur no liability of any kind to any Seller Indemnifying Party or any other Person with respect to any action against the Sub-Adviser or inaction taken or failed to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (including, without limitationbe taken, by reason of the purchaseit or by its agents, sale or retention of any security) in connection with its services as the performance Stockholder Representative, except with respect to its own willful misconduct or gross negligence in which case the Stockholder Representative will reimburse the Seller Indemnifying Parties the amount of such loss attributable to such gross negligence or willful misconduct. Anything in this Agreement to the Sub-Adviser's duties contrary notwithstanding, in no event shall the Stockholder Representative be liable under this Agreement, except for a loss resulting from willful misfeasance, bad faith the Escrow Agreement or gross negligence on the part any of the Sub-Adviser ancillary documents to the Seller Indemnifying Parties for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), regardless of whether or not any such damages were foreseeable or contemplated and even if the Stockholder Representative has been advised of the likelihood of such loss or damage, no matter the form of action. The Stockholder Representative may act in reliance upon any signature believed by it to be genuine and may reasonably assume that such person has proper authorization to sign on behalf of the performance of its duties applicable Seller Indemnifying Party or other party. In all questions arising under this Agreement, the Escrow Agreement or any of the ancillary documents, the Stockholder Representative may rely on the advice of counsel, accountants or other skilled persons, and the Stockholder Representative will not be liable to any Seller Indemnifying Party or any other Person for anything done, omitted or suffered in good faith by reason the Stockholder Representative based on such advice of counsel, accountants or other skilled persons, as the case may be. No provision of this Agreement or any of the transactions contemplated hereby shall require the Stockholder Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its reckless disregard of its obligations and powers, rights, duties or privileges under this AgreementAgreement or any of the transactions contemplated hereby. The Fund will indemnify Furthermore, the Stockholder Representative shall not be required to take any action unless the Stockholder Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Stockholder Representative against the costs, expenses and hold harmless the Sub-Adviser, its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and against, any and all losses, claims, damages, liabilities or litigation (including reasonable attorney's fees and expenses) (collectively, "Losses") which may be incurred by the Sub-Adviser directly relating to the actions of any previous sub-adviser of the Fund, including any claims by third parties (including, but not limited to, any claims made or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any Losses arising out of or relating to the Fund's investments Stockholder Representative in any securities that were owned by the Fund on June 29, 2009 (provided that performing such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund shall be entitled to participate at its own expense in the defense of such action. In addition, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities lawsactions.

Limitation of Liability; Indemnification. The Sub-Adviser Seller shall not be liable for, and the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (including, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance of the Sub-Adviser's duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser, Custodian and its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser employees from and against, against any and all lossesloss, claimscosts, expenses, damages, liabilities or litigation (claims, including reasonable attorney's fees fees, compensation, expenses and expenses) disbursements of such agents, representatives, 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 from its action or inaction in connection with the Agreement including Losses which are incurred by reason of any action or inaction by any issuer of an Instrument (collectively, "“Losses") incurred by the Sub-Adviser directly relating to the actions of any previous sub-adviser of the Fund”), including any claims by third parties (including, but not limited to, any claims made or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any except for those Losses arising out of Custodian’s gross negligence, bad faith or relating to the Fund's investments in any securities that were owned willful misconduct (as agreed by the Fund on June 29Custodian or determined by a court of competent jurisdiction). In no event shall Custodian be liable to Buyer, 2009 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 and all Losses (provided that such including claims by Buyer or Seller) which are sustained by Custodian as a result of Custodian’s 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 enforce indemnification arising from or premised on any obligations of the parties), except those Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasanceCustodian’s own gross negligence, bad faith or gross negligence on willful misconduct (as agreed by the part Custodian or determined by a court of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreementcompetent jurisdiction). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect It is expressly understood and agreed that Custodian’s right to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund hereunder shall be entitled enforceable against Buyer and Seller directly, without any obligation to participate at its own expense in the defense of such action. In additionfirst proceed against any third party for whom they may act, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation and irrespective of any rights which the Fund or recourse that Buyer or Seller may have under federal securities lawsagainst 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 or resignation or removal of the Custodian.

Limitation of Liability; Indemnification. The Shareholder Representative shall have no responsibility or liability for any representation, warranty or covenant of Network, the Shareholders, the Surviving Corporation, Parent or the Merger Sub-Adviser . The Shareholder Representative shall not be liable forto any Shareholder for any act or omission in its capacity as the Shareholder Representative of the Shareholders while acting in good faith, except to the extent that it is finally judicially determined that Shareholder Representative was grossly negligent or engaged in willful misconduct. The Shareholder Representative shall, in no case or event, be liable to any Shareholder, any party to this Agreement or any other Person for any punitive, incidental or consequential damages. Without limiting the generality of the foregoing, the Shareholder Representative shall not be liable for forgeries or false impersonations by any other Person. The Shareholders shall severally and not jointly indemnify, pro-rata in accordance with their respective ownership of Outstanding Shares, the Fund Shareholder Representative and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable forShareholder Representative harmless from and against any loss, any error of judgment liability or mistake of law or for any loss suffered expense incurred by the Fund Shareholder Representative arising out of or the Manager (including, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance acceptance or administration of the Sub-Adviser's Shareholder Representative’s duties under this Agreement, except for a loss resulting the Escrow Agreement and any Ancillary Agreement, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative (“Shareholder Representative Losses”). The Shareholder Representative shall have the right to recover any Shareholder Representative Losses from willful misfeasancethe Representative Expense Account as such expenses arise and, bad faith or gross negligence on to the part extent that the Representative Expense Account has been depleted, the Shareholder Representative shall have the right to recover, subject to compliance with the payment release provisions of the Sub-Adviser in Escrow Agreement and the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser, its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and against, any and all losses, claims, damages, liabilities or litigation (including reasonable attorney's fees and expenses) (collectively, "Losses") incurred by the Sub-Adviser directly escrow agreement relating to the actions Earn-Out Escrow Account, Shareholder Representative Losses from the Escrow Account or the Earn-Out Escrow Account, if applicable, and if then available after satisfaction of all claims of Parent Indemnified Persons, prior to the final distribution to the Shareholders, and prior to any previous sub-adviser such distribution, Shareholder Representative shall deliver to the Escrow Agent and Parent a certificate setting forth the Shareholder Representative Losses actually incurred. This Section 2.04(f) shall survive the termination of the Fund, including any claims by third parties (including, but not limited to, any claims made or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its obligations Escrow Agreement and duties under this any Ancillary Agreement). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund shall be entitled to participate at its own expense in the defense of such action. In addition, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities laws.

Limitation of Liability; Indemnification. The SubExcept as expressly provided in this Agreement, all warranties expressed or implied, including implied warranties of mer- chantability, fitness for a particular purpose and non-Adviser shall not infringement are disclaimed by UnitedAg. Neither party hereto will be liable forfor lost profits, and the Fund and the Manager will not take lost opportunities, or indi- rect reliance, incidental or consequential damages under any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment circumstances. In no event shall UnitedAg’s liability under or mistake of law or for any loss suffered by the Fund or the Manager (including, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance this agreement, regardless of the Sub-Adviser's duties under this Agreementform of action giving rise to such liability whether in contract, except for a loss resulting from willful misfeasancetort or otherwise, bad faith or gross negligence on exceed the part amount of the Sub-Adviser in the performance of its duties under this Agreement, or Exhibition Fee paid to UnitedAg by reason of its reckless disregard of its obligations and duties under this AgreementExhibitor. The Fund will Exhibitor agrees to indemnify and hold harmless the Sub-AdviserUnitedAg, Board of Directors, its affiliates and their directors, officers, employeesmembers and employees from loss or expense (including legal expense) to any person or persons for or by reason of: any breach by the Exhibitor of this Agree- ment; any condition, agents defective or otherwise, of any apparatus, equipment or fixtures furnished by the Exhibitor in connection with its exhibit; and any person controlled by act or controlling the Sub-Adviser from and against, any and all losses, claims, damages, liabilities or litigation (including reasonable attorney's fees and expenses) (collectively, "Losses") incurred by the Sub-Adviser directly relating to the actions of any previous sub-adviser omission of the Fundsaid Exhibitor, including any claims by third parties (includingits employees or agents. The Exhibitor‘s indemnity includes, but is not limited to, claims of copyright, trademark or patent infringement, unfair competition, and product liability. The Exhibitor expressly releases UnitedAg and all aforemen- tioned individuals from any and all claims made for such loss, damage or actions brought by any administrative injury. The Exhibitor assumes the entire responsibility for and hereby agrees to protect, indemnify, defend and hold harmless UnitedAg, the Event’s venue, their employees and agents against all claims, losses and damages to persons or regulatory authority) relating toproperty, arising from governmental charges or premised on any Losses fines and attorney’s fees arising out of or relating to the Fund's investments in any securities that were owned caused by the Fund on June 29Exhibitor, 2009 (provided that or their employees’ or agents’ installation, removal, maintenance, occupancy or use of exhibit premises or a part thereof, excluding any such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned liability caused by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasance, bad faith or gross sole negligence on the part of the Sub-Adviser in the performance of its duties under this AgreementEvent’s venue, or by reason of the Subcontracted third-Adviser's reckless disregard of party service provider, its obligations employees and duties under this Agreement)agents. The Sub-Adviser shall give Ex- hibitor also assumes responsibility for any and all obligations, including music license royalty fees, resulting from its use of live or recorded music and indemnifies UnitedAg for the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund shall be entitled to participate at its own expense in the defense of such action. In addition, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities lawssame.

Limitation of Liability; Indemnification. The Sub-Adviser duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for, and the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, for any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (including, without limitation, by reason of the purchase, sale or retention arising out of any security) act or omission in connection with the performance of the Sub-Adviser's carrying out its duties under this Agreementhereunder, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreementduties, or by reason of its reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. (As used in this Agreement. The Fund will indemnify and hold harmless Article 5, the Sub-Adviser, its affiliates and their directorsterm "Administrator" shall include partners, officers, employees, employees and other agents and any person controlled by or controlling the Sub-Adviser from and against, any and all losses, claims, damages, liabilities or litigation (including reasonable attorney's fees and expenses) (collectively, "Losses") incurred by the Sub-Adviser directly relating to the actions of any previous sub-adviser of the Fund, including any claims by third parties (including, but not limited to, any claims made Administrator as well as the Administrator itself.) So long as the Administrator acts in good faith and without negligence or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's and without reckless disregard of its obligations and duties duties, with respect to its performance of services under this Agreement), the Company assumes full responsibility and shall indemnify the Administrator and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator's actions taken or non-actions with respect to the performance of services hereunder. The Sub-Adviser Administrator agrees to indemnify and hold harmless the Company, its employees, agents, Directors, officers and nominees from and against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising out of or in any way relating to the Administrator's bad faith, willful misconduct, negligence or from reckless disregard of its obligations and duties, with respect to the performance of services under this Agreement. The indemnity and defense provisions set forth herein shall give indefinitely survive the Fund prompt notice termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any claim asserted pending or threatened against the Sub-Adviser litigation with respect to which indemnification hereunder may ultimately be merited. In order that the Sub-Adviser intends indemnification provision contained herein shall apply, however, it is understood that if in any case the indemnifying party may be asked to seek indemnify or hold the other party harmless, the indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnified party will use all reasonable care to identify and notify the indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification from against the Fund as herein providedindemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The Fund indemnifying party shall be entitled to participate at its own expense in the defense of such action. In additionor, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such noticeit so elects, the Fund may to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such action with claim, the defense shall be conducted by counsel chosen by the Fund which counsel is reasonably acceptable indemnifying party and satisfactory to the Sub-Adviserother party, whose approval shall not be unreasonably withheld. Nothing in this Agreement shall in any way constitute a waiver or limitation In the event that the indemnifying party elects to assume the defense of any rights suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the indemnifying party does not elect to assume the defense of a suit, it will reimburse the indemnified party for the reasonable fees and expenses of any counsel retained by the other party. The Administrator may apply to the Company at any time for instructions and may consult counsel for the Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the Fund may proper person or persons. The Administrator will not be held to have under federal securities lawsnotice of any change of authority of any officers, employees or agents of the Company until receipt of written notice thereof from the Company.

Limitation of Liability; Indemnification. The Sub-Adviser duties of SEI shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against SEI hereunder. SEI shall not be liable for, and the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, for any error of judgment or mistake of law or for any loss suffered by the Fund arising out of any investment, or the Manager (for any act or omission, including, without limitation, by reason of the purchase, sale any act or retention of any security) in connection with the performance of the Sub-Adviser's duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser omission in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser, its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and against, any and all losses, claims, damages, liabilities or litigation (including reasonable attorney's fees and expenses) (collectively, "Losses") incurred by the Sub-Adviser directly relating except to the actions of any previous sub-adviser of the Fund, including any claims by third parties (including, but not limited to, any claims made extent liability or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted loss from the willful misfeasance, bad faith or gross negligence on of SEI, or by reason of SEI's reckless disregard of its duties under this Agreement (collectively, "SEI Disabling Conduct"). As used in this Article 8, the part term "SEI" shall include SEI, its affiliates and their respective directors, officers and employees. SEI shall not be responsible for the Feeder Fund's compliance with its applicable investment policies, and any laws and regulations governing the manner in which the Feeder Fund's assets may be invested, and shall not be responsible for any liabilities or losses attributable to non-compliance with such investment policies, laws and regulations. UNDER NO CIRCUMSTANCES SHALL SEI OR THE FEEDER FUND BE LIABLE FOR ANY SPECIAL, INDIRECT PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, INCOME, SAVINGS, BUSINESS, OR GOODWILL) IN CONNECTION WITH ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (Collectively, "Consequential Damages"). Subject to the disclaimer of Consequential Damages set forth above in this Article 8, the Feeder Fund assumes full responsibility for, and shall indemnify and hold SEI harmless from and against any and all actions, suits, proceedings and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, judgments, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) ("Liabilities") arising out of (i) any error of judgment of the Sub-Adviser Feeder Fund or SEI, any investment made by or on behalf of the Feeder Fund, or any act or omission of the Feeder Fund or SEI including, without limitation, any act or omission of SEI in the performance of its duties under this Agreement, except to the extent any such Liabilities result from any SEI Disabling Conduct, or by reason (ii) the willful misfeasance, bad faith or negligence of the Sub-AdviserFeeder Fund. Notwithstanding anything in this Agreement to the contrary, for purposes of this Article 8, any Liability of SEI described in the preceding sentence that results from an arbitration award, judicial order, undisputed contractual obligation or a reasonable settlement by SEI, in each case, in connection with a claim by or dispute with a third party against SEI under an existing contractual obligation owing by SEI to such third party or under applicable law, rules or regulations, shall be deemed to be a direct damage (and, therefore, subject to the Feeder Fund's reckless disregard indemnification obligation under this Article 8) and shall not be considered Consequential Damages subject to disclaimer of Consequential Damages set forth above in this Article 8. Subject to the disclaimer of Consequential Damages set forth above in this Article 8, SEI assumes full responsibility for, and shall indemnify the Feeder Fund (including, for purposes of this paragraph, its affiliates and their respective directors, officers and employees) and hold them harmless from and against any and all actions, suits, proceedings and claims, whether groundless or otherwise, and from and against any and all Liabilities arising out of any SEI Disabling Conduct, including, without limitation, any error of judgment of SEI or any act or omission of SEI in the performance of its obligations and duties under this Agreement)Agreement or otherwise, which, in each case, arise out of SEI Disabling Conduct. Notwithstanding anything in this Agreement to the contrary, for purposes of this Article 8, any Liability of the Feeder Fund described in the preceding sentence that results from an arbitration award, judicial order, undisputed contractual obligation or a reasonable settlement by the Feeder Fund, in each case, in connection with a claim by or dispute with a third party against the Feeder Fund under an existing contractual obligation owing by the Feeder Fund to such third party or under applicable law, rules or regulations, shall be deemed to be a direct damage (and, therefore, subject to SEI's indemnification obligation under this Article 8) and shall not be considered Consequential Damages subject to disclaimer of Consequential Damages set forth above in this Article 8. The Sub-Adviser indemnity and defense provisions set forth in this Agreement shall give indefinitely survive the Fund prompt notice termination of any claim asserted or threatened against the Sub-Adviser this Agreement with respect to which any event occurring during the Sub-Adviser intends Term of this Agreement. If a party hereto (an "Indemnifying Party") is asked to seek indemnify another party hereto (an "Indemnified Party") pursuant to this indemnification from provision, the Fund as herein provided. The Fund Indemnifying Party shall be entitled to participate at its own expense in or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Indemnifying Party elects to assume the defense of any such actionclaim, the defense shall be conducted by counsel chosen by such Indemnifying Party and satisfactory to the Indemnified Party, whose approval shall not be unreasonably withheld. In the event that the Indemnified Party elects to assume the defense of any suit and retain counsel, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If an Indemnifying Party does not elect to assume the defense of a suit, it will reimburse the Indemnified Party for the fees and expenses of any counsel retained by the Indemnified Party if otherwise required to do so under this Article 8. SEI may apply to the Feeder Fund at any time for instructions and may, with the prior consent of the Feeder Fund, which consent may not be unreasonably withheld, consult counsel for the Feeder Fund or its own counsel and with accountants and other experts, in each case with an expertise in the subject matter of such consultation, with respect to any matter arising in connection with SEI's duties, and SEI shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Nothing herein shall make SEI liable for the performance or omissions of unaffiliated third parties not under SEI's reasonable control that may be engaged by SEI to perform services that are necessary in order for SEI to provide Services, but are not specifically described as Services on Exhibit A including, without limitation, unaffiliated third party vendors not under SEI's reasonable control who provide pricing, printing, postal or delivery, securities pricing, telecommunications, data feed, processing and settlement services ("Third Party Vendors"); provided, however, that SEI shall remain liable for the acts and omissions of sub-contractors who are not Third Party Vendors as provided in Article 2. In addition, if nothing herein shall make SEI liable for the performance or omissions of custodians, investment advisers or sub-advisers. SEI and the Feeder Fund notifies the Sub-Adviser in writing within shall have a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund duty to mitigate damages for which counsel any other party is reasonably acceptable to the Sub-Adviser. Nothing in liable under this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities lawsArticle 8.

Limitation of Liability; Indemnification. The Sub-Adviser Custodian shall not be liable for, and the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (includingcosts, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance of the Sub-Adviser's duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser, its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and against, any and all losses, claimsexpenses, damages, liabilities or litigation (claims, including reasonable attorney's fees and expenses) of counsel (collectively, "Losses") ), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by the Sub-Adviser directly relating to the actions reason of any previous subaction or inaction by the Book-adviser of the Fund, including any claims by third parties (including, but not limited toEntry System, any claims made Clearing Corporation or actions brought by any administrative Trust Receipt Issuer, or regulatory authority) relating totheir successors or nominees, arising from or premised on any except for those Losses arising out of Custodian's negligence, bad faith or relating 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 Fundadvice 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 investments action or inaction in any securities that were owned by the Fund on June 29connection with this Custodial Undertaking, 2009 (provided that such indemnification arising from or premised on any except those Losses arising out of or relating to the FundCustodian's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasancenegligence, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviserwillful misconduct. It is expressly understood and agreed that Custodian's reckless disregard of its obligations and duties under this Agreement). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect right to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund hereunder shall be entitled enforceable against Buyer and Seller directly, without any obligation to participate at its own expense in the defense of such action. In additionfirst proceed against any third party for whom they may act, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation 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 any Transactions or of this Custodial Undertaking. If Seller or Buyer pays any amounts to Custodian for which the Fund other party is liable, then such paying party shall, in addition to any other rights it may have under federal securities lawsthis Custodial Undertaking or by law and equity, be subrograted to the rights of Custodian with regard to any such payment.

Limitation of Liability; Indemnification. The Sub-Adviser Custodian shall not be liable for, and the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (includingcosts, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance of the Sub-Adviser's duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser, its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and against, any and all losses, claimsexpenses, damages, liabilities or litigation (claims, including reasonable attorney's fees and expenses) of counsel (collectively, "LossesLOSSES") ), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by the Sub-Adviser directly relating to the actions reason of any previous subaction or inaction by the Book-adviser of the FundEntry System, including or any claims by third parties (includingClearing Corporation, but not limited toor their successors or nominees, any claims made or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any except for those Losses arising out of Custodian's negligence, bad faith or relating 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 Fundadvice 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 and all Losses which are sustained by Custodian (i) in the case of Lender's investments indemnity, as a result of Custodian's action or inaction in any securities that were owned by connection with this Custodial Undertaking pursuant to Instructions of Lender and (ii) in the Fund on June 29case of Borrower's indemnity, 2009 otherwise as a result of Custodian's action or inaction in connection with this Custodial Undertaking, except in the case of either (provided that such indemnification arising from i) or premised on any (ii) those Losses arising out of or relating to the FundCustodian's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasancenegligence, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreementwillful misconduct and except, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect to which the Sub-Adviser intends Lender, Losses, if any, relating to seek fees owed by Borrower to Custodian. It is expressly understood and agreed that Custodian's right to indemnification from the Fund as herein provided. The Fund hereunder shall be entitled enforceable only against Lender and Borrower directly, without any obligation to participate at its own expense in the defense of such action. In additionfirst proceed against any third party for whom it may act, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation and irrespective of any rights which the Fund or recourse that Lender or Borrower may have under federal securities lawsagainst any such third party. This indemnity shall be a continuing obligation of Lender and Borrower notwithstanding the termination of the Loan or this Custodial Undertaking.

Limitation of Liability; Indemnification. The Sub-Adviser shall not In no event will RAND or any of its employees or agents be liable forunder or in connection with this Agreement or in connection with any services provided or work product produced under this Agreement for any damages, and including, but not limited to, indirect, incidental, special or consequential damages, including loss of profits, revenue, data or use, incurred by Save the Fund and the Manager will not take World Air, Inc., or any third party, whether in any action against in contract or tort or based on a warranty, including damages or losses arising out of, connected with or resulting from the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (including, without limitation, by reason provision of the purchaseservices under this Agreement, sale except to the extent such damages are due to the gross negligence, bad faith or retention willful misconduct of RAND. Should RAND become the subject of any security) third-party claim or incur any liability or expense in connection with the performance of the Sub-Adviser's duties under this Agreementservices, Save the World Air, Inc., shall be obligated to defend against such claim with counsel reasonably acceptable to RAND and shall indemnify and hold harmless RAND from any such claim, liability or expense, except for a loss resulting from willful misfeasanceto the extent such claim, liability or expense is due to the gross negligence, bad faith or gross negligence on the part willful misconduct of the Sub-Adviser RAND. At its election, RAND may retain its own counsel to participate in the performance defense, and the fees and expenses of such counsel shall be paid by Save the World Air, Inc., if representation of RAND by the counsel retained by Save the World Air, Inc. would be inappropriate due to actual or potential differing interests between RAND and any other party represented by such counsel in such proceeding. Any settlement negotiated by Save the World Air, Inc. and its duties under counsel shall be subject to the prior written approval of RAND. PAYMENT SCHEDULE: Payment by Save the World Air, Inc. to RAND for the work supported by this AgreementAgreement will be paid in accordance with the following payment schedule. If the timeline specified below changes due to, or among other things, availability of information, availability of testing facilities and length of time for completion, RAND and Save the World Air, Inc. shall discuss such changes and mutually agree on a revised timeline. Any modifications to costs and fees outlined below shall require a written instrument, signed by reason of its reckless disregard of its obligations and duties under both parties to this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser, its affiliates and their directors, officers, employees, agents and any person controlled by All references to "Tasks" or controlling the Sub-Adviser from and against, any and all losses, claims, damages, liabilities or litigation (including reasonable attorney's fees and expenses) (collectively, "Losses") incurred by the Sub-Adviser directly relating to the actions of any previous sub-adviser of the Fund, including any claims by third parties (including, but not limited Task" below refer to, any claims made or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any Losses arising out of or relating to the Fund's investments and are qualified in any securities that were owned by the Fund on June 29, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund shall be entitled to participate at its own expense in the defense of such action. In addition, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such noticetheir entirety by, the Fund may assume descriptions on Attachment A hereto. Total cost for the defense of such action with counsel chosen by the Fund which counsel contract is reasonably acceptable $220,000 to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities laws.be allocated as follows:

Limitation of Liability; Indemnification. (a) The Sub-Adviser General Partner and its Affiliates shall not be liable for, and have no liability to the Fund and the Manager will not take Partnership or to any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or Partner for any loss suffered by the Fund Partnership or the Manager any Partner (including, without limitation, by reason i) which arises out of any action or inaction of the purchaseGeneral Partner or its Affiliates if (x) such action or inaction has been taken pursuant to affirmative instructions of 50% in interest of the Investor Limited Partners, sale or retention (y) the General Partner or its Affiliates, in good faith, determined that such action or inaction was in the best interest of the Partnership and such action or inaction did not constitute gross negligence, breach of fiduciary duty, material breach of this Agreement or any Operative Document or willful misconduct of the General Partner or such Affiliates or (ii) which arises out of any security) circumstances existing or events occurring prior to the Initial Funding Date to the extent that such liabilities, loss, damage, fees, costs and expenses, judgments or amounts paid in settlement arise from those circumstances or events for which, and to the extent, amounts have been provided or reserved for in the Initial Projections or otherwise budgeted for by the Partnership, Intermediate Partnership or Operating Partnership as of the Initial Funding Date or to the extent the General Partner did not have and should not reasonably have had after commercially reasonable diligence, actual knowledge. The General Partner and its Affiliates shall be indemnified by the Partnership against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in their capacity as General Partner in connection with the performance Partnership, provided that the same were not the result of the Sub-Adviser's duties under negligence, breach of fiduciary duty, material breach of this Agreement, except for a loss resulting from willful misfeasance, bad faith Agreement or gross negligence any Operative Document or misconduct on the part of the Sub-Adviser General Partner or such Affiliates and were the result of a course of conduct which such General Partner or its Affiliates, in good faith, determined was in the performance best interest of its duties the Partnership and provided further that the same do not arise from any circumstances existing or events occurring prior to the Initial Funding Date. Any indemnity under this AgreementSection 5.11(a) shall be provided out of and to the extent of Partnership assets only and no Investor Limited Partner shall have any personal liability on account thereof. Notwithstanding the foregoing, or the General Partner and its Affiliates shall not be indemnified for any Environmental Damages arising from any violation of any Environmental Laws by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-AdviserGeneral Partner, its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and againstPartnership, any and all lossesof the Intermediate Partnerships, claimsany Intermediate General Partner, damages, liabilities or litigation (including reasonable attorney's fees and expenses) (collectively, "Losses") incurred by either of the Sub-Adviser directly Operating Partnerships relating to the actions Properties in Iowa (namely, 00xx Xxxxxx Partnership and 00xx Xxxxxx Partnership) or the Operating General Partner of any previous sub-adviser either of the Fund, including any claims by third parties (including, but not limited to, any claims made or actions brought by any administrative or regulatory authority) relating to, arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund shall be entitled to participate at its own expense in the defense of such action. In addition, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities lawsthose two Operating Partnerships.

Limitation of Liability; Indemnification. The Sub-Adviser Custodian shall not be liable for, and the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (includingcosts, without limitation, by reason of the purchase, sale or retention of any security) in connection with the performance of the Sub-Adviser's duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviser, its affiliates and their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and against, any and all losses, claimsexpenses, damages, liabilities or litigation (claims, including reasonable attorney's fees and expenses) of counsel (collectively, "Losses") ), resulting from its action or inaction in connection with this Custodial Undertaking, including Losses which are incurred by the Sub-Adviser directly relating to the actions reason of any previous subaction or inaction by the Book-adviser of the Fund, including any claims by third parties (including, but not limited toEntry System, any claims made Clearing Corporation or actions brought by any administrative Trust Receipt Issuer, or regulatory authority) relating totheir successors or nominees, arising from or premised on any except for those Losses arising out of Custodian's negligence, bad faith or relating 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 Fundadvice 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 investments action or inaction in any securities that were owned by the Fund on June 29connection with this Custodial Undertaking, 2009 (provided that such indemnification arising from or premised on any except those Losses arising out of or relating to the FundCustodian's investments in any securities that were owned by the Fund on June 29, 2009 shall not apply in the event that such Losses are finally judicially determined to have resulted from the willful misfeasancenegligence, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of the Sub-Adviserwillful misconduct. It is expressly understood and agreed that Custodian's reckless disregard of its obligations and duties under this Agreement). The Sub-Adviser shall give the Fund prompt notice of any claim asserted or threatened against the Sub-Adviser with respect right to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund hereunder shall be entitled enforceable against Buyer and Seller directly, without any obligation to participate at its own expense in the defense of such action. In additionfirst proceed against any third party for whom they may act, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver or limitation and irrespective of any rights which the Fund or recourse that Buyer or Seller may have under federal securities lawsagainst any such third party. This indemnity shall be a continuing obligation of Buyer and Seller notwithstanding the termination of any Transactions or of this Custodial Undertaking.