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-To the full extent permitted by applicable law, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable for, and to the Fund and the Manager will not take Company for any action against the Sub-Adviser taken or omitted to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered be taken by the Fund Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Manager (including, without limitation, by reason of the purchase, sale or retention of any securityAdviser) in connection with the performance of the Sub-Adviser's any of its duties or obligations under this AgreementAgreement or otherwise as an investment adviser of the Company, except for a to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, to the extent applicable, and the Company shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the preceding sentence of this Article VI to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its the Adviser’s 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 the Adviser’s duties and obligations and duties under this Agreement). The Sub-Adviser shall give Agreement (as 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 same shall be entitled to participate at its own expense determined in accordance with the defense of such action. In addition, if 1940 Act and 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 Advisers Act and any interpretations or guidance by the Fund which counsel is reasonably acceptable to the Sub-AdviserSEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Company of any rights or remedies which the Fund may have under federal securities lawsnot be so limited or waived in accordance with applicable law.

Limitation of Liability; Indemnification. The Sub-To the full extent permitted by applicable law, the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser) shall not be liable for, and to the Fund and the Manager will not take for any action against the Sub-Adviser taken or omitted to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered be taken by the Fund Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Manager (including, without limitation, by reason of the purchase, sale or retention of any securityAdviser) 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 any of its duties or obligations under this Agreement, 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-otherwise as an investment adviser of the Fund, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services, and the Fund shall indemnify, defend and protect the Adviser (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with any such person or entity or with the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any claims pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by third parties (including, but not limited to, any claims made or actions brought by any administrative in the right of the Fund or regulatory authorityits security holders) relating to, arising from or premised on any Losses arising out of or relating otherwise based upon the performance of any of the Adviser’s duties or obligations under this Agreement or otherwise as an investment adviser of the Fund. Notwithstanding the preceding sentence of this Article VI to the Fund's investments contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any securities that were owned by liability to the Fund on June 29, 2009 (provided that such indemnification arising from or premised on any Losses arising out its security holders to which the Indemnified Parties would otherwise be subject by reason 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 faith, gross negligence, or gross negligence on the part of the Sub-Adviser reckless disregard in the performance of its the Adviser’s duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its the Adviser’s duties and obligations and duties under this Agreement). The Sub-Adviser shall give Agreement (as 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 same shall be entitled to participate at its own expense determined in accordance with 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 1940 Act and any interpretations or guidance by the Fund which counsel is reasonably acceptable to the Sub-AdviserSEC or its staff thereunder). Nothing in this Agreement shall in any way constitute a waiver or limitation by the Fund of any rights or remedies which the Fund may have under federal securities lawsnot be so limited or waived in accordance with applicable law.

Limitation of Liability; Indemnification. The Sub-Adviser To the maximum extent permitted under the Act and other applicable law, no Member, Director or Officer shall not be personally 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 debt, obligation or liability of the Fund or the Manager (including, without limitation, Company merely by reason of being a Member, Director or Officer. Furthermore, no Director or Officer shall be personally liable to the purchaseCompany or its Members for monetary damages for a breach of fiduciary duty by such Director or Officer; provided that this provision shall not eliminate or limit the liability of a Director or Officer for any of the following: (i) any breach of the duty of loyalty to the Company or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; or (iii) a transaction from which the Director or Officer derived an improper personal benefit or a wrongful distribution in violation of Section 807 of the Act. To the maximum extent permitted under the Act and other applicable law, sale the Company, its receiver, or retention its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or Officer relating to any liability or damage incurred by reason of any security) act performed or omitted to be performed by such Director or Officer, in connection with the performance business of the Sub-Adviser's duties under this AgreementCompany, 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 attorneys’ fees and expenses) (collectively, "Losses") incurred by such Director in connection with the Sub-Adviser directly relating to the actions defense of any previous sub-adviser of the Fundaction based on any such act or omission, which attorneys’ fees may be paid as incurred, including any claims all such liabilities under federal and state securities laws as permitted by third parties (includinglaw. To the maximum extent permitted under the Act and other applicable law, 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 action by a Unit Holder against any Director or threatened against Officer, including a derivative suit, the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund Company shall be entitled to participate at its own expense indemnify, save and hold harmless, and pay all costs, liabilities, damages and expenses of such Director or Officer, including reasonable attorneys’ fees incurred in the defense of such action. In additionNotwithstanding the foregoing provisions, 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 no Director or Officer shall be indemnified by the Fund which counsel is reasonably acceptable Company to the Sub-Adviserextent prohibited or limited by the Act. Nothing The Company may purchase and maintain insurance on behalf of any Director or Officer in his or her official capacity against any liability described in this Agreement shall in any way constitute a waiver Section, whether or limitation of any rights which not the Fund may have under federal securities lawsCompany would otherwise be required to indemnify such Director or Officer against such liability.

Limitation of Liability; Indemnification. The Sub-Adviser To the fullest extent permitted by law, the Investment Manager, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the “Indemnified Parties”), shall not be liable for, and to the Fund and the Manager will not take Company for any action against the Sub-Adviser taken or omitted to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered be taken by the Fund or the Investment 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 any of its duties or obligations under this AgreementAgreement or otherwise as an investment adviser of the Company, except for a as otherwise provided herein or to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services. To the fullest extent permitted by law, the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Investment Manager’s duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the foregoing provisions of this Section 6.1 to the contrary and in accordance with Section 17(i) of the Investment Company Act, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its any Indemnified Party’s 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 the Investment Manager’s duties and obligations and duties under this Agreement). The Sub-Adviser shall give Agreement (as 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 same shall be entitled to participate at its own expense determined in accordance with 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 lawsInvestment Company Act).

Limitation of Liability; Indemnification. The Sub-Adviser To the maximum extent permitted under the Act and other applicable law, no Member, Governor or Officer shall not be personally 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 debt, obligation or liability of the Fund or the Manager (including, without limitation, Company merely by reason of being a Member, Governor or Officer. Furthermore, no Governor or Officer shall be personally liable to the purchaseCompany or its Members for monetary damages for a breach of fiduciary duty by such Governor or Officer; provided that this provision shall not eliminate or limit the liability of a Governor or Officer for any of the following: (i) any breach of the duty of loyalty to the Company or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) a transaction from which the Governor or Officer derived an improper personal benefit (iv) a wrongful distribution in violation of Sections 80A.23 or 322B.56 of the Act; or (v) any act or omission occurring before the Effective Date of this Agreement. To the maximum extent permitted under the Act and other applicable law, sale the Company, its receiver, or retention its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Governor or Officer relating to any liability or damage incurred by reason of any security) act performed or omitted to be performed by such Governor or Officer, in connection with the performance business of the Sub-Adviser's duties under this AgreementCompany, 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 attorneys’ fees and expenses) (collectively, "Losses") incurred by such Governor in connection with the Sub-Adviser directly relating to the actions defense of any previous sub-adviser of the Fundaction based on any such act or omission, which attorneys’ fees may be paid as incurred, including any claims all such liabilities under federal and state securities laws as permitted by third parties (includinglaw. To the maximum extent permitted under the Act and other applicable law, 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 action by a Unit Holder against any Governor or threatened against Officer, including a derivative suit, the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund Company shall be entitled to participate at its own expense indemnify, save and hold harmless, and pay all costs, liabilities, damages and expenses of such Governor or Officer, including reasonable attorneys’ fees incurred in the defense of such action. In additionNotwithstanding the foregoing provisions, 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 no Governor or Officer shall be indemnified by the Fund which counsel is reasonably acceptable Company to the Sub-Adviserextent prohibited or limited by the Act. Nothing The Company may purchase and maintain insurance on behalf of any Governor or Officer in his or her official capacity against any liability described in this Agreement shall in any way constitute a waiver Section, whether or limitation of any rights which not the Fund may have under federal securities lawsCompany would otherwise be required to indemnify such Governor or Officer against such liability.

Limitation of Liability; Indemnification. The Sub-Adviser To the full extent permitted by applicable law, the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation its members) shall not be liable forto the Company or its stockholders for any act or omission by the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable forAdministrator, any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (including, including without limitation, by reason of the purchase, sale or retention of any securitylimitation its members) in connection with the performance of the Sub-Adviser's any of its duties or obligations under this AgreementAgreement or otherwise acting as administrator for the Company, except and the Company shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, the Adviser, each of whom shall be deemed a third-party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for a loss resulting from the Company. Notwithstanding the preceding sentence of this Article IV to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its the Administrator’s 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 the Administrator’s duties and obligations and duties under this Agreement). The Sub-Adviser shall give Agreement (to the Fund prompt notice of any claim asserted or threatened against extent applicable, as the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund same shall be entitled to participate at its own expense determined in accordance with 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 1940 Act and any interpretations or guidance by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver SEC or limitation of any rights which the Fund may have under federal securities lawsits staff thereunder).

Limitation of Liability; Indemnification. The Sub-Adviser To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall not be liable forindemnify, save and hold harmless, and the Fund pay all judgments and the Manager will not take claims against each Governor or Officer relating to any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment liability or mistake of law or for any loss suffered by the Fund or the Manager (including, without limitation, damage incurred by reason of the purchaseany act performed or omitted to be performed by such Governor or Officer, sale or retention of any security) in connection with the performance business of the Sub-Adviser's duties under this AgreementCompany, except for or in the event of any action by a Unit Holder against a Governor, including a derivative suit, including reasonable attorneys’ fees incurred by such Governor or officer in connection with the defense of any action based on any such act or omission, provided that (i) the Governor or officer has determined, in good faith, that the course of conduct which caused the loss resulting from willful misfeasance, bad faith or gross negligence on liability was in the part best interest of the Sub-Adviser in Company; (ii) the Governor or officer was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result of negligence or misconduct by the Governor or officer; and (iv) such indemnification or agreement to hold harmless is recoverable only out of Company net assets and not from the holders of any Membership Interests. The advancement of Company funds to a Governor or officer for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought shall be allowed only if: (i) the legal action relates to acts or omissions with respect to the performance of its duties under this Agreementor services on behalf of the Company; (ii) the legal action is initiated by a third party who is not a holder of any Membership Interests, or the legal action is initiated by reason a holder of its reckless disregard a Membership Interest and a court of its obligations competent jurisdiction specifically approves such advancement; and duties under this Agreement(iii) the Governor or officer undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which such person is found not to be entitled to indemnification. The Fund will indemnify and hold harmless Notwithstanding anything to the Sub-Advisercontrary above, its affiliates and their directors, officers, employees, agents and any person controlled by a Governor or controlling the Sub-Adviser from and against, any and all officer shall be indemnified for 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, expenses arising from or premised on any Losses arising out of an alleged violation of federal or relating state securities laws only if one or more of the following conditions is met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Fund's investments particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and the published position of any state securities regulatory authority in which securities of the Company were offered or sold as to indemnification for violations of securities laws. The Company may purchase and maintain insurance on behalf of any securities that were owned Person in such Person’s official capacity against any liability asserted against and incurred by the Fund on June 29, 2009 (provided that such indemnification Person in or arising from or premised on that capacity, so long as the Company does not incur the cost of that portion of liability insurance which insures such Person for 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 liability as to which the Sub-Adviser intends to seek indemnification Person is prohibited 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 being indemnified under this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities lawsparagraph.

Limitation of Liability; Indemnification. The Sub-Adviser To the maximum extent permitted under the Act and other applicable law, no Member or Director of this Company shall not be personally 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 debt, obligation or the Manager (including, without limitation, liability of this Company merely by reason of being a Member or Director or both. No Director of this Company shall be personally liable to this Company or its Members for monetary damages for a breach of fiduciary duty by such Director; provided that this provision shall not eliminate or limit the purchaseliability of a Director for any of the following: (i) receipt of an improper financial benefit to which the Director is not entitled; (ii) liability for receipt of distributions in violation of the Articles, sale this Agreement, or retention Section 17-76,110 of the Act; (iii) a knowing violation of law; or (iv) acts or omissions involving fraud, bad faith or willful misconduct. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or officer or director of such Director relating to any liability or damage incurred by reason of any security) act performed or omitted to be performed by such Director, officer, or director in connection with the performance business of the Sub-Adviser's duties under this AgreementCompany, except for a loss resulting from willful misfeasanceincluding reasonable attorneys’ fees incurred by such Director, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreementofficer, or by reason of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless director in connection with 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 defense of any previous sub-adviser of the Fundaction based on any such act or omission, which attorneys’ fees may be paid as incurred, including any claims all such liabilities under federal and state securities laws as permitted by third parties (includinglaw. To the maximum extent permitted under the Act and other applicable law, 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 action by a Unit Holder against any Director, including a derivative suit, the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund Company shall be entitled to participate at its own expense indemnify, save harmless, and pay all costs, liabilities, damages and expenses of such Director, including reasonable attorneys’ fees incurred in the defense of such action. In additionNotwithstanding the foregoing provisions, 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 no Director shall be indemnified by the Fund which counsel is reasonably acceptable Company to the Sub-Adviserextent prohibited or limited (but only to the extent limited) by the Act. Nothing in this Agreement shall in any way constitute a waiver or limitation The Company may purchase and maintain insurance on behalf of any rights which Person in such Person’s official capacity against any liability asserted against and incurred by such Person in or arising from that capacity, whether or not the Fund may have under federal securities lawsCompany would otherwise be required to indemnify the Person against the liability.

Limitation of Liability; Indemnification. The Sub-Adviser shall not be liable Organizer is responsible for the administrative organization of the Event solely. Organizer assumes no responsibility for, makes no statement (whether implied or express) on the content or information presented or opinions expressed or products, services or investments offered at or during the Event. In particular, by the invitation or admittance of any Attendee, speaker or other partner, Organizer makes no statement (whether implied or express) or recommendation with regard to such Attendee, speaker or other partner, his/her statements and opinions or the Fund services or investments offered or the business conducted by him/her. If and to the Manager will not take any action against extent you consider to make an investment decision at or during the Sub-Adviser to hold the Sub-Adviser liable forEvent, any error of judgment you do this on your own risk and based on consultation with your own investment advisors. Neither Organizer nor its shareholders, officers, directors, employees, agents, independent contractors or mistake of law or representatives shall be responsible for any loss suffered by the Fund injury, loss, or the Manager damage, including any circumstances for special, incidental, indirect, consequential (includingincluding but not limited to lost opportunities or profits), without limitationor punitive damages, by reason that may occur to Attendee or to Attendee’s agents, employees, affiliated personnel, officers, directors, shareholders, contractors or representatives or any of the purchasetheir property, sale businesses, or retention of other activities from any security) cause whatsoever, prior to, during, or after or otherwise in connection with the performance Event, and any such liability shall be waived to the fullest extent. To the extent such waiver is not fully enforceable under applicable law, such liability shall not exceed the fees paid by the respective Attendee. By registering for the Event, Attendee assumes all such risk and expressly releases, and agrees to indemnify, defend and hold harmless, Organizer and its shareholders, officers, directors, employees, agents, independent contractors and representatives from all claims for such loss, injury, or damages. Furthermore, Attendee releases and discharges Organizer and its shareholders, officers, directors, employees, agents, independent contractors and representatives from all liabilities arising out of, or in any way related to, the selection, rejection, or removal of Attendee to or from the Event and enforcement of the Sub-Adviser's duties under this AgreementTerms of Attendance. Attendee also hereby agrees to indemnify, 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 defend and hold harmless the Sub-Adviser, Organizer and its affiliates and their directorsshareholders, officers, directors, employees, agents agents, independent contractors and any person controlled by or controlling the Sub-Adviser representatives, from and against, against any and all losses, damages, suits, claims, damagescauses of action, liabilities liabilities, expenses, costs and attorneys’ fees incurred, arising out of, resulting from Attendee’s infringement of the intellectual property rights or litigation (including reasonable attorney's fees and expenses) (collectively, "Losses") incurred by the Sub-Adviser directly relating to the actions other rights of any previous sub-adviser of the Fundthird party, including or 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 Agreementagents, employees, affiliated personnel, officers, directors, shareholders, contractors 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 lawsrepresentatives.

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

Limitation of Liability; Indemnification. The Sub-Adviser shall not be liable for, and the Fund and the Manager will not take any action against Neither the Sub-Adviser to hold nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser’s discharge of its obligations hereunder shall be liable for, for any error of judgment or mistake of law or for any loss suffered by the Fund Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Manager (includingSub-Adviser or any director, without limitationofficer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the purchaseSub-Adviser’s willful misfeasance, sale bad faith, or retention of any security) negligence 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’s duties, or by reason of its the Sub-Adviser’s reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Fund will Sub-Adviser agrees to indemnify and hold harmless the Sub-Adviser, Trust and the Manager and its affiliates and each of their directors, officers, employees, agents and any person controlled by or controlling the Sub-Adviser from and against, employees against any and all losses, claims, damages, liabilities or litigation (including reasonable attorney's fees legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (collectivelyii) of the above paragraph; provided, "Losses"however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall not be liable to the Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) incurred any acts of the Manager or any other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser directly relating or, to the actions of any previous sub-adviser extent such records relate to the portion of the Fundassets managed by the Sub-Adviser, including any claims by third parties otherwise available to the Sub-Adviser upon reasonable request. The Manager and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, any claims made or actions brought by any administrative or regulatory authority) relating tothe investment objectives, arising from or premised on any Losses arising out of or relating policies and restrictions applicable to the Fund's investments in any securities that were owned by Series and qualifications of the Fund on June 29, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating Series as a regulated investment company under the Code) only with respect to the Fund's investments in any securities that were owned by the Fund on June 29, 2009 Allocated Portion. The Manager 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 indemnify the Sub-Adviser in from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from the performance of its duties under this Agreement, or by reason conduct of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement). The Sub-Adviser shall give Manager or 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 lawsSeries.

Limitation of Liability; Indemnification. The Sub-Adviser To the full extent permitted by applicable law, the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, its members) 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 its shareholders for any act or omission by the Manager Administrator (includingand its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, by reason of the purchase, sale or retention of any securitylimitation its members) in connection with the performance of the Sub-Adviser's any of its duties or obligations under this AgreementAgreement or otherwise acting as administrator for the Fund, except and the Fund shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, the Adviser, each of whom shall be deemed a third-party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for a loss resulting from the Fund. Notwithstanding the preceding sentence of this Article IV to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Fund or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence 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 the Administrator’s duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its the Administrator’s duties and obligations and duties under this Agreement). The Sub-Adviser shall give Agreement (to the Fund prompt notice of any claim asserted or threatened against extent applicable, as the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund same shall be entitled to participate at its own expense determined in accordance with 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 1940 Act and any interpretations or guidance by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver SEC or limitation of any rights which the Fund may have under federal securities lawsits staff thereunder).

Limitation of Liability; Indemnification. To the maximum extent permitted by applicable law, the entire liability of intuit, its affiliates and suppliers for all claims relating to this agreement shall be limited to the amount you paid for the membership term services during the twelve (12) months prior to such claim. Subject to applicable law, Intuit, its affiliates and suppliers are not liable for any of the following: (a) indirect, special, incidental, punitive or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet intuit systems requirements. The Sub-Adviser shall not be liable forabove limitations apply even if Intuit and its affiliates and suppliers have been advised of the possibility of such damages. This agreement sets forth the entire liability of intuit, its affiliates and your exclusive remedy with respect to the services and its use. You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of: (i) your use of the Services in breach of any laws or regulations; (ii) your breach of Section 1, QuickBooks Certification Additional Terms and Conditions included in Exhibit B, and Section F of this Agreement; (iii) any breach by you of any third party rights (including intellectual property rights); (iv) your willful breach of this Agreement; or (v) any other breach of this Agreement, (collectively referred to as "Claims"). Further, you agree to indemnify Intuit resulting from any suit or proceeding based upon a claim arising (i) by reason of your performance or non-performance under this Agreement; (ii) arising out of your use of the Fund and Intuit Marks in any manner whatsoever except in the Manager will not take form expressly licensed under this Agreement; (iii) a breach of any action against representation, warranty, or obligation made by Member contained in the Sub-Adviser to hold the Sub-Adviser liable forterms of this Agreement, any error of judgment or mistake of law or and/or (iv) for any loss suffered personal injury, product liability, or other claim arising from the promotion and/or provision of products or services by you. Intuit reserves the Fund or right, in its sole discretion and at its own expense, to assume the Manager (exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims. Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims. You agree to reimburse Intuit upon demand for any expenses reasonably incurred by Intuit in defending such claim, including, without limitation, 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) (collectivelycosts, "Losses") incurred by the Sub-Adviser directly relating to the actions of as well as any previous sub-adviser judgment or settlement of the Fund, including claim or proceeding. In no event may you enter into 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 party agreements which would in any securities that were owned by manner whatsoever affect the Fund on June 29rights of, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments bind Intuit in any securities that were owned by manner without 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 prior written consent 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 lawsIntuit.

Limitation of Liability; Indemnification. The Sub-Adviser To the full extent permitted by applicable law, the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation its members) shall not be liable forto the Company or its security holders for any act or omission by the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable forAdministrator, any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (including, including without limitation, by reason of the purchase, sale or retention of any securitylimitation its members) in connection with the performance of the Sub-Adviser's any of its duties or obligations under this AgreementAgreement or otherwise acting as administrator for the Company, except and the Company shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, the Adviser, each of whom shall be deemed a third-party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for a loss resulting from the Company. Notwithstanding the preceding sentence of this Article IV to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its the Administrator’s 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 the Administrator’s duties and obligations and duties under this Agreement). The Sub-Adviser shall give Agreement (to the Fund prompt notice of any claim asserted or threatened against extent applicable, as the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund same shall be entitled to participate at its own expense determined in accordance with 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 1940 Act and any interpretations or guidance by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver SEC or limitation of any rights which the Fund may have under federal securities lawsits staff thereunder).

Limitation of Liability; Indemnification. The Sub-Adviser None of ERC and its directors, officers, agents and employees (each an "ERC Indemnified Person") shall not be liable forliable, and the Fund and the Manager will not take any action against the Sub-Adviser responsible or accountable in damages to hold the Sub-Adviser liable for, any error of judgment Evercel for 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 any of the Sub-Adviser's duties under Services rendered pursuant to this Agreement by any ERC Indemnified Person in good faith and in a manner reasonably believed by such ERC Indemnified Person to be within the scope of the authority granted to ERC by this Agreement, except for a loss resulting from willful misfeasance, bad faith acts or omissions constituting gross negligence on the part or willful misconduct 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 Agreementsuch ERC Indemnified Person. The Fund will Evercel agrees to indemnify and hold harmless each ERC Indemnified Person from and against any and all claims, losses, causes of action, damages and liabilities (including all reasonable attorneys' fees) arising out of or in connection with Services rendered or to be rendered by any ERC Indemnified Person pursuant to this Agreement or any act or omission performed or omitted by any ERC Indemnified Person in good faith on behalf of Evercel and in a manner reasonably believed by such ERC Indemnified Person to be within the Sub-Adviserscope of the authority granted to ERC by this Agreement, except that ERC Indemnified Persons shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of gross negligence or willful misconduct of any ERC Indemnified Person. ERC agrees to indemnify and hold harmless Evercel and each of 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 claims, losses, claimscauses of action, damages, damages and liabilities or litigation (including all reasonable attorney's fees and expensesattorneys' fees) (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 or willful misconduct of any ERC Indemnified Person in connection with the part of the Sub-Adviser in the performance of its duties under Services rendered or to be rendered pursuant to 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. (a) The Sub-Adviser Administrator shall not be liable for, and to the Fund and the Manager will not take for any action against the Sub-Adviser taken or omitted to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered be taken by the Fund or the Manager (including, without limitation, by reason of the purchase, sale or retention of any security) Administrator in connection with the performance of the Sub-Adviser's its duties or obligations under this Agreement, except for a loss losses, damages or expenses caused by or resulting from or attributable to willful misfeasancemisconduct, bad faith or gross negligence on by the part of the Sub-Adviser Administrator in the performance of its obligations or duties under this Agreement, or by reason of its reckless disregard of its the obligations and duties under this Agreement. The Fund will shall indemnify the Administrator and hold it 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 against all losses, claims, damages, liabilities or litigation liabilities, costs and expenses (including reasonable attorney's attorneys' fees and expenses) (collectively, "Losses"amounts reasonably paid in settlement) incurred by the Sub-Adviser directly relating to the actions Administrator in or by reason of any previous sub-adviser claim, demand, action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund, including any claims by third parties (including, but not limited to, any claims made Fund or actions brought by any administrative or regulatory authorityits security holders) relating to, arising from or premised on any Losses arising out of or relating otherwise based upon any action actually or allegedly taken or omitted to the Fund's investments in any securities that were owned be taken by the Fund on June 29Administrator in connection with the performance of any of its duties or obligations under this Agreement, 2009 (provided that such no indemnification arising from shall be available for acts or premised on any Losses arising out of or relating omissions attributable 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 misfeasancemisconduct, bad faith or gross negligence on by the part of the Sub-Adviser Administrator in the performance of its obligations or duties under this Agreement, or by reason of the Sub-Adviser's its reckless disregard of its the obligations and duties under this Agreement). The Sub-Adviser shall give , and provided further, that 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 Administrator shall be entitled to participate at its own expense in indemnification hereunder only to the defense extent consistent with the 1940 Act. For purposes of such action. In addition, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such noticethis Section 5(a), the Fund may assume the defense of such action with counsel chosen Administrator shall include its officers and employees and persons to whom duties or obligations are delegated 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 lawsAdministrator hereunder.

Limitation of Liability; Indemnification. 6.1 The Sub-Adviser Distributor 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 of any security) Company in connection with the performance of the Sub-Adviser's duties under matters to which this AgreementAgreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the Distributor’s part in the performance of its duties, from breach of its obligations under this Agreement, or from the Distributor’s failure to comply with laws, rules, and regulations applicable to it in connection with the distribution of the SubShares. The Company agrees to indemnify, defend and hold harmless the Distributor, its several officers and employees, and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, from and against any and all claims, demands, liabilities and expenses (including the reasonable cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor, its officers and employees, or any such controlling person, may incur (a) as the result of acting as distributor of the Company and entering into selling agreements, shareholder servicing agreements or similar agreements with financial intermediaries on behalf of the Company; (b) arising out of or based upon (i) any untrue statement, or alleged untrue statement, of a material fact contained in the Registration Statement, (ii) any omission, or alleged omission, to state a material fact required to be stated in the Registration Statement or necessary to make the statements therein not misleading or (iii) any Company-Adviser related advertisement or sales literature not provided to Distributor by Company or its agent for review and approval hereunder or any such material not approved by Distributor that contains any untrue statement, or alleged untrue statement, of a material fact, or any omission, or alleged omission, to state a material fact required to be stated therein to make the statements therein not misleading, notwithstanding the exercise of reasonable care in the preparation or review thereof by the Distributor; or (c) arising out of or based upon the electronic processing of orders over the internet at the Company’s request. Notwithstanding the foregoing the Company’s agreement to indemnify the Distributor, its officers or employees, and any such controlling person shall not be construed to cover any claims, demands, liabilities or expenses arising out of or based upon (a) any statements or representations as are contained in any Prospectus, advertisement or sales literature as are furnished in writing to the Company by the Distributor for use in the Registration Statement or in corresponding statements made in the Prospectus, advertisement or sales literature, or any omission to state a material fact required to be stated in such materials that would be necessary to make the information therein not misleading, or (b) (i) the willful misfeasance, bad faith or gross negligence of the Distributor in the performance of its duties under this Agreement, Agreement or by reason of its the Distributor’s 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 expensesii) (collectively, "Losses") incurred by the Sub-Adviser directly relating to the actions of any previous sub-adviser extent that such liability arises from an event or transaction over which the Distributor exercises the primary control and responsibility, the negligence 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 Distributor 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 shall not (a) Medical Mutual may rely upon and act upon any writing from any person authorized by the Employer to give instructions concerning the program and may conclusively rely upon and be liable forprotected in acting upon any written order from the Employer or upon any other notice, and the Fund and the Manager will not request, consent, certificate, or other instructions or paper reasonably believed by it to have been executed by a duly authorized person, so long as it acts in good faith in taking or omitting to take any action against such action. Medical Mutual need not inquire as to the Sub-Adviser to hold basis in fact of any statement in writing received from the Sub-Adviser liable for, Employer or any error of judgment or mistake of law or for any loss suffered other party authorized by the Fund or Employer to act with respect to the Manager (including, without limitation, program. Medical Mutual shall be entitled to rely upon the information provided by reason of the purchase, sale or retention of any security) Employer 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 Agreementhereunder. The Employer shall indemnify and hold Medical Mutual and its successors, parents, subsidiaries and affiliates and all of their respective officers, directors, employees, agents, successors and permitted assigns (the “Medical Mutual Parties”) harmless against any and all liabilities, losses, costs or expenses (including reasonable legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against Medical Mutual at any time to the extent such liability, loss or expense results from the Employer’s negligence, breach of the terms hereof, or by reason of its reckless disregard of its obligations and duties willful misconduct under this Agreement. The Fund will Medical Mutual shall indemnify and hold harmless the Sub-AdviserEmployer and its successors, its parents, subsidiaries and affiliates and all of their respective officers, directors, officers, employees, agents agents, successors and any person controlled by or controlling permitted assigns (the Sub-Adviser from and against, “Employer Parties”) harmless against any and all liabilities, losses, claims, damages, liabilities costs or litigation expenses (including reasonable attorney's legal fees and expenses) (collectivelyof whatsoever kind and nature which may be imposed on, "Losses") incurred by or asserted against the Sub-Adviser directly relating Employer Parties at any time to the actions of any previous sub-adviser extent such liability, loss or expense results from Medical Mutual’s negligence, breach of the Fundterms hereof, 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 misconduct under this Agreement. Further, the Employer shall indemnify and hold Medical Mutual harmless against any and all liabilities, losses, costs or expenses (including reasonable legal fees and expenses) of whatsoever kind and nature which may be imposed on, incurred by or asserted against Medical Mutual at any time in connection with (i) services performed by Medical Mutual in accordance with the terms of this Agreement, (ii) Medical Mutual’s having acted upon the directions of the Employer hereunder, or by reason (iii) Medical Mutual’s having failed to act as a result of the Sub-Adviser's reckless disregard Employer’s directions not to act, or in the absence of its obligations Employer directions. Whenever a party becomes aware of a claim that may be subject to the provisions of this Section, it shall notify the other party as soon as practicable, and duties under this Agreement)both parties shall reasonably cooperate in the resolution of such matter. 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 Neither party 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 liable to the Sub-Adviser. Nothing in this Agreement shall in other for any way constitute a waiver indirect, incidental, consequential, special delay, or limitation of any rights which the Fund may have under federal securities lawspunitive damages whatsoever.

Limitation of Liability; Indemnification. The Sub-Adviser To the maximum extent permitted under the Act and other applicable law, no Member or Director of the Company shall not be personally 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 debt, obligation or the Manager (including, without limitation, liability of this Company merely by reason of being a Member or Director or both. No Director of this Company shall be personally liable to this Company or its Members for monetary damages; provided that this provision shall not eliminate or limit the purchaseliability of a Director for any of the following: (i) a breach of the duty of loyalty; (ii) a financial benefit received by the Director to which the Director is not entitled; (iii) a breach of a duty under Section 489.406 of the Act; (iv) intentional infliction of harm on the Company or a Member; or (v) an intentional violation of criminal law.. To the maximum extent permitted under the Act and other applicable law, sale the Company, its receiver, or retention its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or officer relating to any liability or damage incurred by reason of any security) act performed or omitted to be performed by such Director or officer in connection with the performance business of the Sub-Adviser's duties under this AgreementCompany, 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 attorneys' fees and expenses) (collectively, "Losses") incurred by such Director or officer in connection with the Sub-Adviser directly relating to the actions defense of any previous sub-adviser of the Fundaction based on any such act or omission, which attorneys' fees may be paid as incurred, including any claims all such liabilities under federal and state securities laws as permitted by third parties (includinglaw. To the maximum extent permitted under the Act and other applicable law, 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 action by a Unit Holder against any Director, including a derivative suit, the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund Company shall be entitled to participate at its own expense indemnify, save harmless, and pay all costs, liabilities, damages and expenses of such Director, including reasonable attorneys' fees incurred in the defense of such action. In additionNotwithstanding the foregoing provisions, 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 no Director shall be indemnified by the Fund which counsel is reasonably acceptable Company to the Sub-Adviserextent prohibited or limited (but only to the extent limited) by the Act. Nothing in this Agreement shall in any way constitute a waiver or limitation The Company may purchase and maintain insurance on behalf of any rights which Person in such Person's official capacity against any liability asserted against and incurred by such Person in or arising from that capacity, whether or not the Fund may have under federal securities lawsCompany would otherwise be required to indemnify the Person against the liability.

Limitation of Liability; Indemnification. The Sub-Adviser To the full extent permitted by applicable law, the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, its members) shall not be liable forto the Company or its stockholders for any act or omission by the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Fund and the Manager will not take any action against the Sub-Adviser to hold the Sub-Adviser liable forAdministrator, any error of judgment or mistake of law or for any loss suffered by the Fund or the Manager (including, including without limitation, by reason of the purchase, sale or retention of any securitylimitation its members) in connection with the performance of the Sub-Adviser's any of its duties or obligations under this AgreementAgreement or otherwise acting as administrator for the Company, except and the Company shall indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with any such person or entity or with the Administrator, including without limitation, the Adviser, each of whom shall be deemed a third-party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for a loss resulting from the Company. Notwithstanding the preceding sentence of this Article IV to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or faith, gross negligence 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 the Administrator’s duties under this Agreement, or by reason of the Sub-Adviser's reckless disregard of its the Administrator’s duties and obligations and duties under this Agreement). The Sub-Adviser shall give Agreement (to the Fund prompt notice of any claim asserted or threatened against extent applicable, as the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund same shall be entitled to participate at its own expense determined in accordance with 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 1940 Act and any interpretations or guidance by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in this Agreement shall in any way constitute a waiver SEC or limitation of any rights which the Fund may have under federal securities lawsits staff thereunder).

Limitation of Liability; Indemnification. The Sub-Adviser shall not be liable for, and the Fund and the Manager will not take any action against Neither the Sub-Adviser to hold nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser's discharge of its obligations hereunder shall be liable for, for any error of judgment or mistake of law or for any loss suffered by the Fund Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Manager (includingSub-Adviser or any director, without limitationofficer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the purchaseSub-Adviser's willful misfeasance, sale bad faith, or retention of any security) negligence 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 Agreementduties, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement, or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that the Sub-Adviser shall be responsible for and shall indemnify the NB Indemnities for losses arising out of or resulting from a “Trade Error” (as defined in the compliance manual of the Fund, as the same may be amended from time to time) caused by the negligent action or negligent omission of the Sub-Adviser. It is acknowledged and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. In no case shall the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall give not be liable to the Fund prompt notice Manager, its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any claim asserted or threatened against other sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by the Manager or any other sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The Manager agrees to indemnify and hold harmless the Sub-Adviser and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser intends to seek indemnification or its affiliates or such directors, officers, agents or employees are subject, arising from the Fund as herein provided. The Fund shall be entitled to participate at its own expense in conduct of 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 noticeManager, the Fund may assume Series, or 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 lawsTrust.

Limitation of Liability; Indemnification. The Sub-Adviser To the maximum extent permitted under the Act and other applicable law, no Member, Governor or Officer shall not be personally 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 debt, obligation or liability of the Fund or the Manager (including, without limitation, Company merely by reason of being a Member, Governor or Officer. Furthermore, no Governor or Officer shall be personally liable to the purchaseCompany or its Members for monetary damages for a breach of fiduciary duty by such Governor or Officer; provided that this provision shall not eliminate or limit the liability of a Governor or Officer for any of the following: (i) any breach of the duty of loyalty to the Company or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) a transaction from which the Governor or Officer derived an improper personal benefit; or, sale (iv) a wrongful distribution in violation of the Act. To the maximum extent permitted under the Act and other applicable law, the Company, its receiver, or retention its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Governor or Officer relating to any liability or damage incurred by reason of any security) act performed or omitted to be performed by such Governor or Officer, in connection with the performance business of the Sub-Adviser's duties under this AgreementCompany, 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 attorneys’ fees and expenses) (collectively, "Losses") incurred by such Governor in connection with the Sub-Adviser directly relating to the actions defense of any previous sub-adviser of the Fundaction based on any such act or omission, which attorneys’ fees may be paid as incurred, including any claims all such liabilities under federal and state securities laws as permitted by third parties (includinglaw. To the maximum extent permitted under the Act and other applicable law, 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 action by a Unit Holder against any Governor or threatened against Officer, including a derivative suit, the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund Company shall be entitled to participate at its own expense indemnify, save and hold harmless, and pay all costs, liabilities, damages and expenses of such Governor or Officer, including reasonable attorneys’ fees incurred in the defense of such action. In additionNotwithstanding the foregoing provisions, 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 no Governor or Officer shall be indemnified by the Fund which counsel is reasonably acceptable Company to the Sub-Adviserextent prohibited or limited by the Act. Nothing The Company may purchase and maintain insurance on behalf of any Governor or Officer in his or her official capacity against any liability described in this Agreement shall in any way constitute a waiver Section, whether or limitation of any rights which not the Fund may have under federal securities lawsCompany would otherwise be required to indemnify such Governor or Officer against such liability.

Limitation of Liability; Indemnification. The Sub-Adviser 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, 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) Funds in connection with the performance of the Sub-Adviser's duties under matters to which this AgreementAgreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the its part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its from reckless disregard by it of its obligations and duties under this Agreement. The Fund will Trust agrees to indemnify and hold harmless the Sub-AdviserAdministrator, its affiliates and their employees, agents, directors, officers, employees, agents officers and any person controlled by or controlling the Sub-Adviser nominees from and against, against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, claims, damages, liabilities or litigation (including reasonable attorney's costs, charges, counsel fees and expenses) (collectively, "Losses") incurred by the Sub-Adviser directly relating to the actions other expenses 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 every nature and character arising out of or in any way relating to Administrator's actions taken or nonactions with respect to the Fund's investments in any securities that were owned performance of services under this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to Administrator by the Fund Trust, the investment adviser and on June 29, 2009 (any records provided by any fund accountant or custodian thereof; provided that such this 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 to actions or omissions of Administrator in the event that such Losses are finally judicially determined to have resulted from the cases of its own bad faith, willful misfeasance, bad faith negligence 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 from reckless disregard by it of its obligations and duties under duties; and further provided that prior to confessing any claim against it which may be the subject of this Agreement). The Sub-Adviser indemnification, the Administrator shall give the Fund prompt Trust written notice of any and reasonable opportunity to defend against said claim asserted in its own name or threatened against in the Sub-Adviser with respect to which name of Administrator. Any person, even though also a officer, director, employee, or agent of Administrator, who may be or become an officer, Trustee, employee, or agent of the Sub-Adviser intends to seek indemnification from Trust or the Fund as herein provided. The Fund Funds shall be entitled to participate at its own expense in the defense of such action. In additiondeemed, 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 when rendering services to the Sub-Adviser. Nothing in this Agreement shall in Trust or the Funds, or acting on any way constitute business of that party, to be rendering such services to or acting solely for that party and not as a waiver partner, employee, or limitation agent or one under the control or direction of any rights which the Fund may have under federal securities lawsAdministrator even though paid by it.

Limitation of Liability; Indemnification. The Sub-Adviser To the fullest extent permitted by law, the Investment Manager, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the "Indemnified Parties"), shall not be liable for, and to the Fund and the Manager will not take Company for any action against the Sub-Adviser taken or omitted to hold the Sub-Adviser liable for, any error of judgment or mistake of law or for any loss suffered be taken by the Fund or the Investment 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 any of its duties or obligations under this AgreementAgreement or otherwise as an investment adviser of the Company, except for a as otherwise provided herein or to the extent specified in Section 36(b) of the Investment Company Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services. To the fullest extent permitted by law, the Company shall indemnify, defend and protect the Indemnified Parties (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise based upon the performance of any of the Investment Manager's duties or obligations under this Agreement or otherwise as an investment adviser of the Company. Notwithstanding the foregoing provisions of this Section 6.1 to the contrary and in accordance with Section 17(i) of the Investment Company Act, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Company or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its any Indemnified Party's 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 the Investment Manager's duties and obligations and duties under this Agreement). The Sub-Adviser shall give Agreement (as 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 same shall be entitled to participate at its own expense determined in accordance with 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 lawsInvestment Company Act).

Limitation of Liability; Indemnification. The Sub-Adviser shall not be liable for, and Certain Company Securityholders have entered into the Fund and Representative Agreement with the Manager will not take any action against Representative to provide direction to 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) Representative in connection with the performance of the Sub-Adviser's duties its services under this Agreement, the Escrow Agreement and the transactions contemplated hereby (such Company Securityholders hereinafter referred to as the “Advisory Group”). To the maximum extent permissible by applicable Legal Requirements, neither the Representative nor any member of the Advisory Group shall incur any liability of any kind to any Company Securityholder or any other Person with respect to any action or inaction taken or failed to be taken, by it or by its agents, in connection with its services as the Representative or member of the Advisory Group, except for a loss resulting from with respect to its own willful misfeasance, bad faith misconduct or gross negligence negligence. The Representative and the Advisory Group may act in reliance upon any signature believed by it to be genuine and may reasonably assume that such person has proper authorization to sign on the part behalf of the Sub-Adviser in the performance of its duties applicable Company Securityholder or other party. In all questions arising under this Agreement, the Escrow Agreement or the transactions contemplated hereby, the Representative or any member of the Advisory Group may rely on the advice of counsel, accountants or other skilled persons, and the Representative will not be liable to any Company Securityholder or any other Person for anything done, omitted or suffered in good faith by reason the Representative based on such advice of counsel, accountants or other skilled persons, as the case may be. No provision of this Agreement, the Escrow Agreement or any of the transactions contemplated hereby shall require the Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its reckless disregard of its obligations and powers, rights, duties or privileges under this AgreementAgreement or any of the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. The Fund will indemnify Representative and hold harmless the Sub-Adviserits members, its affiliates and their managers, directors, officers, employees, agents and any person controlled employees shall be indemnified, defended and held harmless by or controlling the Sub-Adviser Company Securityholders as set forth in this Section 7.6(d) from and against, against any and all lossesLosses, claims, damages, liabilities or litigation liabilities, fees, costs, expenses (including reasonable attorney's legal fees and expensesdisbursements and costs and including costs incurred in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (“Representative Losses”) (collectivelyarising from, "Losses") incurred by the Sub-Adviser directly relating based upon or with respect 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 Representative’s execution and performance of its duties under this Agreement, the Escrow Agreement or by reason any of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreementtransactions contemplated hereby, or otherwise in connection with acting as the Representative (so long as the Representative was acting in good faith in connection therewith), in each case as such Representative Loss is incurred. The Sub-Adviser Any such Representative Losses 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 be recovered first from the Representative Fund, second from any distribution of the Escrow Fund as herein provided. The Fund shall be entitled otherwise distributable to participate the Company Securityholders pursuant to the terms hereof and the Escrow Agreement at its own expense the time of distribution 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 accordance with counsel chosen written instructions delivered by the Fund which counsel is reasonably acceptable Representative to the Sub-AdviserEscrow Agent, and third directly from the Company Securityholders, severally and not jointly, in proportion to their Pro Rata Portion of the Adjusted Representative Escrow Amount. Nothing Notwithstanding anything in this Agreement to the contrary, none of Parent, the Company or any of their respective Affiliates shall in have any way constitute a waiver liability or limitation of any rights which obligation to indemnify, defend or hold harmless the Fund may have under federal securities lawsRepresentative.

Limitation of Liability; Indemnification. The Sub-(a) To the extent permitted by law, the 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 (includingexpenses, 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 liabilities, demands, charges and claims of any kind or litigation nature whatsoever (including reasonable attorney's fees without limitation any legal expenses and expensesboats and expenses relating to investigating or defending any demands, charges and claims) (collectively, collectively "Losses") incurred by or with respect to the Account, except to the extent that such Losses are actual losses of the Client proven with reasonable certainly, are not speculative, are proven to have been fairly within the contemplation of the parties as of the date hereof, and are the direct result of an act or omission taken or omitted by the Sub-Adviser directly relating during the term of this Agreement which constitutes gross negligence or willful misconduct under the Agreement, and without limiting the generality of the foregoing, the Adviser will not be liable for any indirect, special, incidental or consequential damages or other losses (regardless of whether such damages or other losses were reasonably foreseeable). Without limitation, the Adviser shall not be liable for Losses resulting from or in any way arising out of (i) any action of the Client or its previous advisers or its Custodian or other agents, following any direction of the Client or the Adviser's failure to follow any unlawful or unreasonable direction of the Client, (ii) force majeure or other events beyond the control of the Adviser, including without limitation any failure, default or delay in performance resulting from computer or other electronic or mechanical equipment failure, unauthorized access, strikes, failure of common carrier or utility systems, severe weather or breakdown in communications not reasonably within the control of the Adviser or other causes commonly known as "acts of god", whether or not any such cause was reasonably foreseeable, or (iii) general market conditions unrelated to any violation of this Agreement by the Adviser. The Adviser gives no warranty as to the actions of any previous sub-adviser performance or profitability of the FundAccount or any part thereof, nor any guarantee that the investment objectives, expectations or targets described in this Agreement and/or in the Investment Guidelines or any Client Policy Statements will be achieved, including without limitation any claims risk control, risk management or return objectives, expectations or targets. The Account may suffer lose of principal, and income, if any, may fluctuate. The value of Account investments may be affected by third parties (a variety of factors, including, but not limited to, any claims made or actions brought economic and political developments, interest rates and issuer-specific xxxxx, market conditions, sector positioning, and other factors. The Adviser shall not be responsible for the performance by any administrative person not affiliated with the Adviser of such person's commercial obligations in executing, completing or regulatory authority) relating to, arising from or premised on satisfying such person's obligations. The Adviser shall not be responsible for any Losses arising out incurred after termination of or relating to the Fund's investments in Account. The Adviser shall have no responsibility whatsoever for the management of any securities that were owned by other assets of the Fund on June 29, 2009 (provided that such indemnification arising from or premised on Client and shall incur no liability for 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 which may result 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 management of such actionother assets. In addition, if the Fund notifies the Sub-Adviser U.S. federal and state securities laws impose liabilities under certain circumstances on persons who act 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 good faith; nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund Client may have have, if any, under any applicable U.S. federal and state securities laws. The rights of the Client under this clause (a) shall be the exclusive remedy of the Client for any breach of the Adviser under this Agreement.

Limitation of Liability; Indemnification. (a) The Sub-Adviser General Partner and each Affiliated Person and the legal representatives of any of them (each, an “Indemnified Party”), shall not be liable forliable, and responsible nor accountable in damages or otherwise to the Fund and Partnership or any Partner, or to any successor, assignee or transferee of the Manager will not take Partnership or of any action against Partner, for (i) any acts performed or the Subomission to perform any acts, within the scope of the authority conferred on such Indemnified Party by this Agreement, except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final non-Adviser appealable judgment to hold have been made in bad faith or to constitute fraud, willful misconduct or gross negligence; (ii) performance by such Indemnified Party of, or the Sub-Adviser liable foromission to perform, any error acts on advice of judgment legal counsel, accountants, or mistake other professional advisors to the Partnership; (iii) the negligence, dishonesty, bad faith, or other misconduct of law any consultant, employee, or for any loss suffered by agent of the Fund or the Manager (Partnership, including, without limitation, by reason an Affiliated Person of the purchaseGeneral Partner, sale selected or retention engaged by such Indemnified Party with reasonable care and in good faith; or (iv) the negligence, dishonesty, bad faith, or other misconduct of any security) Person in connection which the Partnership invests or with which the performance Partnership participates as a partner, joint venturer, or in another capacity, which was selected by such Indemnified Party with reasonable care and in good faith. No Indemnified Party shall be liable to the Partnership or to any Partner, or any successors, assignees, or transferees of the Sub-Adviser's duties under this AgreementPartnership or any Partner, except for a loss resulting from willful misfeasanceany loss, bad faith or gross negligence on the part of the Sub-Adviser in the performance of its duties under this Agreementdamage, expense, or by reason of other liability due to any cause beyond its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviserreasonable control, 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, strikes, labor troubles, riots, fires, blowouts, tornadoes, floods, bank moratoria, trading suspensions on any claims made exchange, acts of a public enemy, insurrections, acts of God, acts of terrorism, failures to carry out the provisions hereof due to prohibitions imposed by law, rules, or actions brought regulations promulgated 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 Agreementgovernmental agency, or any demand or requisition 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 lawsgovernment authority.

Limitation of Liability; Indemnification. The Sub-Adviser Each 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, 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) Funds in connection with the performance of the Sub-Adviser's duties under matters to which this AgreementAgreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on the its part of the Sub-Adviser in the performance of its duties under this Agreement, or by reason of its from reckless disregard by it of its obligations and duties under this Agreement. Any person, even though also a partner, employee, or agent of the Administrators, who may be or become an officer, Trustee, employee, or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrators even though paid by it. The parties hereto agree that this Agreement shall not create any joint and/or several liability between the Administrators with respect to services provided by any particular Administrator as set forth herein and the Schedules hereto. A Fund will agrees to indemnify and hold harmless the Sub-Advisereach Administrator, its affiliates and their employees, agents, directors, officers, employees, agents officers and any person controlled by or controlling the Sub-Adviser nominees from and against, against any and all claims, demands, actions and suits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, claims, damages, liabilities or litigation (including reasonable attorney's costs, charges, counsel fees and expenses) (collectively, "Losses") incurred by the Sub-Adviser directly relating to the actions other expenses 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 every nature and character arising out of or in any way relating to such Administrator's actions taken or nonactions with respect to the Fund's investments in any securities that were owned performance of services under this Agreement with respect to such Fund or based, if applicable, upon reasonable reliance on information, records, instructions or requests with respect to such Fund given or made to such Administrator by a duly authorized representative of the Fund on June 29, 2009 (Trust; provided that such this 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 to actions or omissions of such Administrator in the event that such Losses are finally judicially determined to have resulted from the cases of its own bad faith, willful misfeasance, bad faith negligence 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 from reckless disregard by it of its obligations and duties under duties, and further provided that prior to confessing any claim against it which may be the subject of this Agreement). The Sub-Adviser indemnification, such Administrator shall give the Fund prompt Trust written notice of any and reasonable opportunity to defend against said 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 in its own expense name or in the defense name 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 lawsAdministrator.

Limitation of Liability; Indemnification. The Sub-Adviser To the maximum extent permitted under the Act and other applicable law, no Member or Director of the Company shall not be personally 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 debt, obligation or the Manager (including, without limitation, liability of this Company merely by reason of being a Member or Director or both. No Director of this Company shall be personally liable to this Company or its Members for monetary damages; provided that this provision shall not eliminate or limit the purchaseliability of a Director for any of the following: (i) a breach of the duty of loyalty; (ii) a financial benefit received by the Director to which the Director is not entitled; (iii) a breach of a duty under Section 489.406 of the Act; (iv) intentional infliction of harm on the Company or a Member; or (v) an intentional violation of criminal law. To the maximum extent permitted under the Act and other applicable law, sale the Company, its receiver, or retention its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Director or officer relating to any liability or damage incurred by reason of any security) act performed or omitted to be performed by such Director or officer in connection with the performance business of the Sub-Adviser's duties under this AgreementCompany, 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 attorneys' fees and expenses) (collectively, "Losses") incurred by such Director or officer in connection with the Sub-Adviser directly relating to the actions defense of any previous sub-adviser of the Fundaction based on any such act or omission, which attorneys' fees may be paid as incurred, including any claims all such liabilities under federal and state securities laws as permitted by third parties (includinglaw. To the maximum extent permitted under the Act and other applicable law, 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 action by a Unit Holder against any Director, including a derivative suit, the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund Company shall be entitled to participate at its own expense indemnify, save harmless, and pay all costs, liabilities, damages and expenses of such Director, including reasonable attorneys' fees incurred in the defense of such action. In additionNotwithstanding the foregoing provisions, 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 no Director shall be indemnified by the Fund which counsel is reasonably acceptable Company to the Sub-Adviserextent prohibited or limited (but only to the extent limited) by the Act. Nothing in this Agreement shall in any way constitute a waiver or limitation The Company may purchase and maintain insurance on behalf of any rights which Person in such Person's official capacity against any liability asserted against and incurred by such Person in or arising from that capacity, whether or not the Fund may have under federal securities lawsCompany would otherwise be required to indemnify the Person against the liability.

Limitation of Liability; Indemnification. (a) The Sub-Adviser Advisor 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 Liabilities suffered by the a CMF Feeder Fund or the Manager (including, without limitation, by reason of the purchase, sale or retention CMF as a result of any security) act or omission by the Advisor in connection with the performance course of the Sub-Adviser's duties rendering services under this Agreement, except for a loss including those 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 error by the Sub-Adviser directly relating to Advisor in executing a trade order generated by the actions of any previous sub-adviser of the Program for such CMF Feeder Fund, including other than 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 Liabilities finally judicially determined to have resulted solely from (i) the gross negligence, willful default, fraud or bad faith of the Advisor Indemnified Persons (defined below) or (ii) a material breach of a material term of this Agreement by the Advisor Indemnified Persons. (b) The CMF Feeder Funds and CMF shall not be liable for any Liabilities suffered by the Advisor as a result of any act or omission by a CMF Feeder Fund or CMF in the course of performing their respective obligations under this Agreement other than any Liabilities finally judicially determined to have resulted solely from (i) the gross negligence, willful default, fraud or bad faith of the CMF Indemnified Persons (defined below) or (ii) a material breach of a material term of this Agreement by the CMF Indemnified Persons. (c) Each CMF Feeder Fund shall, subject to Paragraph 6(e) hereof, indemnify and hold harmless the Advisor or any of its partners, directors, officers, principals, managers, members, shareholders, employees, controlling persons or successors and assigns (collectively, the “Advisor Indemnified Persons”) from and against any and all liabilities, obligations, losses, damages, suits and all reasonable expenses, including, without limitation, reasonable attorneys’ and accountants’ fees, investigatory fees, collection fees, court costs and other legal expenses actually incurred (collectively, the “Liabilities”), which may be asserted against or incurred by such persons based on any act or omission relating to the terms of this Agreement except for those Liabilities resulting from the gross negligence, willful misfeasancedefault, fraud or bad faith of, or a material breach of a material term of this Agreement by, the Advisor Indemnified Persons. For the avoidance of doubt, only a CMF Feeder Fund that is responsible for the event giving rise to the indemnification obligation under this Paragraph 6(c) shall be responsible for indemnifying the Advisor Indemnified Persons pursuant to this Paragraph 6(c), and no CMF Feeder Fund shall be liable for any indemnification obligation of any other CMF Feeder Fund owed to the Advisor pursuant to this Paragraph 6(c). 9 (d) CMF shall, subject to Paragraph 6(e) hereof, indemnify and hold harmless the Advisor Indemnified Persons from and against any and all Liabilities which may be asserted against or incurred by such persons based on any act or omission relating to the terms of this Agreement except for those Liabilities resulting from the gross negligence on negligence, willful default, fraud or bad faith of or a material breach of a material term of this Agreement by the part of the Sub-Adviser Advisor Indemnified Persons. (e) Unless ordered by a court or administrative forum, any indemnification under Paragraph 6(c) hereof shall be made by a CMF Feeder Fund and indemnification under Paragraph 6(d) hereof shall be made by CMF (each, an “Indemnifying Party”), only as authorized in the performance of its duties under this Agreementspecific case, 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 any indemnification under Paragraphs 6(c) and 6(d) hereof in the event of a settlement of any action or proceeding with the prior written consent of the Indemnifying Party, only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Advisor Indemnified Party has met the applicable standard of conduct set forth in Paragraphs 6(c) and 6(d) hereof. Such independent legal counsel shall be selected by the Indemnifying Party in a timely manner, subject to the Advisor’s approval, which approval shall not be unreasonably delayed or withheld. The Advisor shall be deemed to have approved the Sub-Adviser intends Indemnifying Party’s selection unless the Advisor notifies the Indemnifying Party in writing, received by the Indemnifying Party within five (5) business days of the Indemnifying Party’s providing the Advisor of the notice of the Indemnifying Party’s selection, that the Advisor does not approve the selection. (f) The Advisor shall, subject to seek indemnification Paragraph 6(g) hereof, indemnify and hold harmless each CMF Feeder Fund and CMF and their respective partners, directors, officers, principals, managers, members, shareholders, employees, controlling persons or successors and assigns (collectively, the “CMF Indemnified Persons”) against any Liabilities which may be asserted against or incurred by such persons resulting from the Fund gross negligence, willful default, fraud or bad faith of, or a material breach of a material term of this Agreement by, the Advisor Indemnified Persons. (g) Any indemnification under Paragraph 6(f) hereof, unless ordered by a court or administrative forum, shall be made by the Advisor only as herein providedauthorized in the specific case and, with respect to any indemnification under Paragraph 6(f) hereof in the event of a settlement of any action or proceeding with the prior written consent of the Advisor, only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the acts or omission of the Advisor Indemnified Person have met the applicable standard of conduct set forth in Paragraph 6(f) hereof. Such independent legal counsel shall be selected by the Advisor in a timely manner, subject to CMF’s approval, which approval shall not be unreasonably delayed or withheld. CMF shall be deemed to have approved the Advisor’s selection unless CMF notifies the Advisor in writing, received by the Advisor within five days of the Advisor’s providing CMF of the notice of the Advisor’s selection, that CMF does not approve the selection. (h) None of the indemnifications provisions contained in this Paragraph 6 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the party claiming indemnification without the prior written consent, which shall not be unreasonably delayed or withheld, of the party obligated to indemnify such party. 10 (i) The Fund foregoing agreements of indemnity shall be in addition to, and shall in no respect limit or restrict, any other remedies which may be available to an indemnified person. (j) Promptly after receipt by an indemnified person of notice of the commencement of any action, claim, or proceeding to which any of the indemnities may apply, the indemnified person shall notify the indemnifying party in writing of the commencement thereof if a claim in respect thereof is to be made against the indemnifying party hereunder; but the omission so to notify the indemnifying party shall not relieve the indemnifying party from any liability that the indemnifying party may have to the indemnified person hereunder, except where such omission has materially prejudiced the indemnifying party. In case any action, claim, or proceeding is brought against an indemnified person and the indemnified person notifies the indemnifying party of the commencement thereof as provided above, the indemnifying party shall be entitled to participate at its own expense in therein and, to the defense of such action. In additionextent that the indemnifying party desires, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may to assume the defense of such action thereof with counsel chosen selected by the Fund which counsel is reasonably acceptable indemnifying party and not unreasonably disapproved by the indemnified person. After notice from the indemnifying party to the Sub-Adviserindemnified person of the indemnifying party’s election so to assume the defense thereof as provided above, the indemnifying party shall not be liable to the indemnified person under the indemnity provisions hereof for any legal and other expenses subsequently incurred by the indemnified person in connection with the defense thereof, other than reasonable costs of investigation. Nothing Notwithstanding the preceding paragraph, if in any action, claim, or proceeding as to which indemnification is or may be available hereunder, an indemnified person reasonably determines that its interests are or may be adverse, in whole or in part, to the indemnifying party’s interests or that there may be legal defenses available to the indemnified person that are different from, in addition to, or inconsistent with the defenses available to the indemnifying party, the indemnified person may retain its own counsel in connection with such action, claim, or proceeding and shall be indemnified (provided the indemnified person is so entitled) by the indemnifying party for any legal and other expenses reasonably incurred in connection with investigating or defending such action, claim, or proceeding. In no event shall the indemnifying party be liable for the fees and expenses of more than one counsel for all indemnified persons in connection with any one action, claim, or proceeding or in connection with separate but similar or related actions, claims, or proceedings in the same jurisdiction arising out of the same general allegations. The indemnifying party shall not be liable for any settlement of any action, claim, or proceeding effected without the indemnifying party’s express written consent, but if any action, claim, or proceeding, is settled with the indemnifying party’s express written consent, the indemnifying party shall indemnify, defend, and hold harmless an indemnified person as provided in this Agreement Paragraph 6. (k) The provisions of this Paragraph 6 shall in any way constitute a waiver or limitation survive the termination of any rights which the Fund may have under federal securities lawsthis Agreement. 7.

Limitation of Liability; Indemnification. The Sub-Adviser shall not be liable for, and the Fund and the Manager will not take any action against Neither the Sub-Adviser to hold nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser's discharge of its obligations hereunder shall be liable for, for any error of judgment or mistake of law or for any loss suffered by the Fund NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Manager (includingSub-Adviser or any director, without limitationofficer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the purchaseSub-Adviser's willful misfeasance, sale bad faith, or retention of any security) gross negligence 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 Agreementduties, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement, or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the NB Parties or its affiliates or such directors, officers, agents or employees are subject under a final nonappealable order or judgment or a settlement to which Sub-Adviser has consented, which consent shall not be unreasonably withheld, conditioned or delayed, and which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall give not be liable to the Fund prompt notice NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the NB Parties or any claim asserted or threatened against other sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the NB Parties, including, but not limited to, a failure of the NB Parties to provide accurate and current information with respect to any records maintained by NB Parties or any other sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The NB Parties agree to indemnify and hold harmless the Sub-Adviser and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser intends to seek indemnification or its affiliates or such directors, officers, agents or employees are subject, arising from the Fund as herein provided. The Fund shall be entitled to participate at its own expense in conduct of the defense of such action. In addition, if NB Parties or 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 lawsSeries.

Limitation of Liability; Indemnification. The Sub-Adviser (a) To the extent the Investment Manager has duties (including fiduciary duties) under this Agreement, the Investment Manager shall not be liable for, and to the Fund and the Manager will not take or to any action against the Sub-Adviser to hold the Sub-Adviser liable for, any error of judgment member for : (1) losses sustained or mistake of law or for any loss suffered liabilities incurred by the Fund or its members as a result of errors in judgment on the Manager (including, without limitation, by reason part of the purchaseInvestment , sale or retention of any security) in connection with the performance act or omission of the Sub-AdviserInvestment Manager, if such losses or liabilities were not the result of the Investment Manager's duties under this Agreement, except for a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of, or reckless disregard of, its duties under the this Agreement; (2) errors in judgment on the part of the Sub-Adviser in the performance of its duties under this Agreementany person, or by reason any act or omission of its reckless disregard of its obligations and duties under this Agreement. The Fund will indemnify and hold harmless the Sub-Adviserany person, 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 selected by the Sub-Adviser directly relating Investment Manager to the actions of any previous sub-adviser of perform services for or otherwise transact business with the Fund, including any claims by third parties (includingprovided that, but not limited toin selecting such person, 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 Investment Manager acted without willful misfeasance, bad faith or gross negligence negligence; or (C) circumstances beyond the Investment Manager's control, including the bankruptcy, insolvency or suspension of normal business activities of any bank or other financial institution holding assets of the Fund. To the extent any affiliate of the Investment Manager, or any shareholder, partner, member, director, officer, employee or agent of the Investment Manager or of any of its affiliates ("Investment Manager Associate"), has duties (including fiduciary duties) and liabilities relating thereto to the Fund or any member, such person shall not be liable for monetary or other damages to the Fund or such member for such person's good faith reliance on the provisions of the IMA or for losses sustained or liabilities incurred by the Fund or such member as a result of errors in judgment on the part of the Sub-Adviser in the performance of its duties under this Agreementsuch person, 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 act 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 omission of such action. In additionperson, if such losses or liabilities were not the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such notice, the Fund may assume the defense result 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 person's willful misfeasance or limitation of any rights which the Fund may have under federal securities laws.bad faith

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

Limitation of Liability; Indemnification. The Sub-Adviser shall not be liable for, and the Fund and the Manager will not take any action against None of the Sub-Adviser to hold Adviser, its affiliates or any of their directors, controlling persons, officers, agents, or employees performing services for the Series in connection with the Sub-Adviser Adviser's discharge of its obligations hereunder shall be liable for, for any error of judgment or mistake of law or for any loss suffered by the Fund NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Manager (includingSub-Adviser or any director, without limitationofficer, agent or employee of the Sub-Adviser against any liability to the Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the purchaseSub-Adviser's willful misfeasance, sale bad faith, or retention of any security) gross negligence 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 Agreementduties, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement, or (ii) any untrue statement of a material fact pertaining to the Allocated Portion or the Sub-Adviser which is contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials or the omission to state therein a material fact pertaining to the Allocated Portion or the Sub-Adviser known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the NB Parties and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling acts or omissions as described in (i) and (ii) of the immediately preceding paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall give not be liable to the Fund prompt notice NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the NB Parties or any claim asserted or threatened against other sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the NB Parties, including, but not limited to, a failure of the NB Parties to provide accurate and current information with respect to any records maintained by NB Parties or any other sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The NB Parties agree to indemnify and hold harmless the Sub-Adviser and its affiliates and each of their directors, controlling persons, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser intends to seek indemnification or its affiliates or such directors, controlling persons, officers, agents or employees are subject, arising from the Fund as herein conduct of the NB Parties or the Series; provided. The Fund shall , however, that in no case is the NB Parties’ indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be entitled to participate at its own expense subject by reasons of willful misfeasance, bad faith, or gross negligence in the defense performance of such action. In additionhis, if the Fund notifies the Sub-Adviser in writing within a reasonable time after the Fund receives such noticeher or its duties or by reason of his, the Fund may assume the defense her or its reckless disregard of such action with counsel chosen by the Fund which counsel is reasonably acceptable to the Sub-Adviser. Nothing in obligation and duties under this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities lawsAgreement.

Limitation of Liability; Indemnification. The Sub-Adviser Subject to Section 3.3, each Member’s liability to the Company, to any other Member or to any other third party shall be limited to the maximum extent permitted by law. Neither a Member nor Managing Member shall have any duty to the Company or any Member except as expressly provided in this Agreement, provided that the foregoing shall not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing. A Member shall not be personally 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 indebtedness, liability or the Manager (including, without limitation, by reason obligation of the purchaseCompany, sale or retention except (i) that such Member shall remain obligated to make Capital Contributions in accordance with Article IV and liable for the payment of any security) its Capital Contribution to the extent expressly set forth in connection with the performance Section 3.3 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 AgreementLLC Act and any other applicable law, or by reason of its reckless disregard of its obligations and duties under (ii) as otherwise expressly set forth in this Agreement. The Fund will indemnify Company shall indemnify, defend and hold harmless the Sub-AdviserPreferred Member, its affiliates Preferred Member’s Affiliates, and their respective shareholders, members, partners, directors, officers, employeesmanagers, agents successors and any person controlled by or controlling assigns, and solely to the Sub-Adviser extent funds are available in the Excess Cash Flow Account, Common Member, (each an “Indemnitee”), from and against, against any and all losses, claims, damages, liabilities or litigation expenses, actions, judgments, suits (including reasonable attorney's attorneys’ fees and expenses) (collectivelydisbursements and other expenses incurred in connection with any amount paid in the defense, "Losses") incurred by the Sub-Adviser directly relating to the actions investigation, preparation for defense of, settlement or appeal of any previous sub-adviser of the Fundaction, including any claims by third parties (including, but not limited to, any claims made suit or actions brought by any administrative proceeding 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 and the Sub-Adviser with respect costs of enforcing indemnification rights hereunder), liabilities and judgments arising out of, relating to, or caused by, the operations of the Company (collectively, “Liabilities”), unless it is established by a final determination of a court of competent jurisdiction that: (i) the act or omission of the Indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the Indemnitee actually received an improper personal benefit in money, property or services or (iii) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. The indemnifications provided by this Section 3.2 shall be in addition to any other rights to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund shall an indemnified party may be entitled to participate at its own expense in the defense under any other agreement, as a matter of such action. In additionlaw, 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 lawsotherwise.

Limitation of Liability; Indemnification. WHETHER IN CONNECTION WITH YOUR ACCOUNT OR A SERVICE, IN NO EVENT WILL EITHER YOU OR KLEINBANK, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, SHAREHOLDERS, OR AGENTS BE LIABILE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT OR WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO EITHER PARTY. The Sub-Adviser shall not be liable for, and the Fund and the Manager foregoing limitation of liability 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 apply where expressly prohibited by the Fund laws governing your Account. We will not have any liability to you if there are insufficient available funds in your Account to pay your Items due to actions taken by us in accordance with this Agreement. Except to the extent that we fail to exercise “ordinary care” 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 breaches this Agreement, except for a loss resulting you agree to indemnify and hold KleinBank and its officers, directors, employees, consultants, shareholders, and agents harmless from willful misfeasanceall claims, bad faith demands, losses, liabilities, judgments, and expenses (including attorney fees and legal expenses) arising out of or gross negligence on the part of the Sub-Adviser in the any way connected with performance of its duties under this Agreement, or by reason of its reckless disregard of its obligations and duties under this Agreement. You agree that this indemnification will survive termination of this Agreement. ACTS BEYOND THE CONTROL OF THE BANK - The Fund will indemnify and hold harmless Bank shall not be deemed to be in default of any of the Sub-Adviserobligations required to be performed under this Agreement if the performance thereof is delayed, hindered, or becomes impossible because of any act of God or public enemy, hostilities, war (declared or undeclared), guerilla activities, terrorist activities, act of sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labor disturbance, riot, insurrection, strike, accident, civil commotion, epidemic, act of government or its affiliates and their directors, agencies or officers, employees, agents and any person controlled by power interruption 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 Agreementtransmission failure, or by reason any cause beyond the control of you or 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 lawsBank.

Limitation of Liability; Indemnification. The Sub-Adviser shall not be liable for, and the Fund and the Manager will not take any action against Neither the Sub-Adviser to hold nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser's discharge of its obligations hereunder shall be liable for, for any error of judgment or mistake of law or for any loss suffered by the Fund NB Parties, the Trust or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Manager (includingSub-Adviser or any director, without limitationofficer, or employee of the Sub-Adviser against any liability to the NB Parties, Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the purchaseSub-Adviser's willful misfeasance, sale bad faith, or retention of any security) gross negligence 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 Agreementduties, or by reason of its the Sub-Adviser's reckless disregard or material breach of its obligations and duties under this Agreement, or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, or employee of the Sub-Adviser for use therein. The Fund will Sub-Adviser agrees to indemnify and hold harmless the Sub-Adviser, Trust and the NB Parties and its affiliates and each of their directors, officers, and employees against any and all direct and actual losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the NB Parties or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. In no event shall Sub-Adviser be liable for or indemnify for any losses, claims, damages, liabilities or litigation incurred by reason of any act or omission of the Manager, the Trust, the Trustees, any broker or the Custodian. The Sub-Adviser shall not be liable to the NB Parties their officers, directors, agents, employees, agents controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the NB Parties or any other sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the NB Parties, including, but not limited to, a failure of the NB Parties to provide accurate and current information with respect to any person controlled records maintained by NB Parties or controlling any other sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. The NB Parties shall indemnify the Sub-Adviser from and against, any and all losses, claims, damages, liabilities or litigation (including reasonable attorney's fees legal and other expenses) (collectively, "Losses") incurred by arising from the Sub-Adviser directly relating to the actions of any previous sub-adviser conduct of the Fund, including any claims by third parties (including, but not limited to, any claims made NB Parties 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 actionSeries. In additionno event will the parties be liable for or indemnify for any indirect, 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 consequential or limitation of any rights which the Fund may have under federal securities lawsspecial damages.

Limitation of Liability; Indemnification. The Sub-Adviser To the maximum extent permitted by applicable law, the entire liability of intuit, its affiliates and suppliers for all claims relating to this agreement shall be limited to the amount you paid for one membership term during the twelve (12) months prior to such claim. Subject to applicable law, Intuit, its affiliates and suppliers are not 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 of the following: (a) indirect, special, incidental, punitive or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss suffered or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet intuit systems requirements. The above limitations apply even if Intuit and its affiliates and suppliers have been advised of the possibility of such damages. This agreement sets forth the entire liability of intuit, its affiliates and your exclusive remedy with respect to the services and its use. You agree to indemnify and hold Intuit and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). By way of example, you agree to indemnify Intuit resulting from any suit or proceeding based upon a claim arising (i) by reason of your performance or non-performance under this Agreement; (ii) arising out of your use of the Fund Intuit Marks in any manner whatsoever except in the form expressly licensed under this Agreement; (iii) a breach of any representation, warranty, or obligation made by Participant contained in the Manager terms of this Agreement, and/or (iv) for any personal injury, product liability, or other claim arising from the promotion and/or provision of products or services by you. Intuit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intuit in the defense of any Claims. You agree to reimburse Intuit upon demand for any expenses reasonably incurred by Intuit in defending such claim, including, without limitation, 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) (collectivelycosts, "Losses") incurred by the Sub-Adviser directly relating to the actions of as well as any previous sub-adviser judgment or settlement of the Fund, including claim or proceeding. In no event may you enter into 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 party agreements which would in any securities that were owned by manner whatsoever affect the Fund on June 29rights of, 2009 (provided that such indemnification arising from or premised on any Losses arising out of or relating to the Fund's investments bind Intuit in any securities that were owned by manner without 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 prior written consent 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 lawsIntuit.

Limitation of Liability; Indemnification. The Sub-Adviser To the maximum extent permitted under the Act and other applicable law, no Member, Governor or Officer shall not be personally 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 debt, obligation or liability of the Fund or the Manager (including, without limitation, Company merely by reason of being a Member, Governor or Officer. Furthermore, no Governor or Officer shall be personally liable to the purchaseCompany or its Members for monetary damages for a breach of fiduciary duty by such Governor or Officer; provided that this provision shall not eliminate or limit the liability of a Governor or Officer for any of the following: (i) any breach of the duty of loyalty to the Company or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) a transaction from which the Governor or Officer derived an improper personal benefit (iv) a wrongful distribution in violation of Sections 10-32-87 or 10-32-99 of the Act; or (v) any act or omission occurring before the Effective Date of this Agreement. To the maximum extent permitted under the Act and other applicable law, sale the Company, its receiver, or retention its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Governor or Officer relating to any liability or damage incurred by reason of any security) act performed or omitted to be performed by such Governor or Officer, in connection with the performance business of the Sub-Adviser's duties under this AgreementCompany, 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 attorneys’ fees and expenses) (collectively, "Losses") incurred by such Governor in connection with the Sub-Adviser directly relating to the actions defense of any previous sub-adviser of the Fundaction based on any such act or omission, which attorneys’ fees may be paid as incurred, including any claims all such liabilities under federal and state securities laws as permitted by third parties (includinglaw. To the maximum extent permitted under the Act and other applicable law, 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 action by a Unit Holder against any Governor or threatened against Officer, including a derivative suit, the Sub-Adviser with respect to which the Sub-Adviser intends to seek indemnification from the Fund as herein provided. The Fund Company shall be entitled to participate at its own expense indemnify, save and hold harmless, and pay all costs, liabilities, damages and expenses of such Governor or Officer, including reasonable attorneys’ fees incurred in the defense of such action. In additionNotwithstanding the foregoing provisions, 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 no Governor or Officer shall be indemnified by the Fund which counsel is reasonably acceptable Company to the Sub-Adviserextent prohibited or limited by the Act. Nothing The Company may purchase and maintain insurance on behalf of any Governor or Officer in his or her official capacity against any liability described in this Agreement shall in any way constitute a waiver Section, whether or limitation of any rights which not the Fund may have under federal securities lawsCompany would otherwise be required to indemnify such Governor or Officer against such liability.

Limitation of Liability; Indemnification. The Sub-Adviser shall not be liable for, and the Fund and the Manager will not take any action against Neither the Sub-Adviser to hold nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser's discharge of its obligations hereunder shall be liable for, for any error of judgment or mistake of law or for any loss suffered by the Fund Manager or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Manager (includingSub-Adviser or any director, without limitationofficer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the purchaseSub-Adviser's willful misfeasance, sale bad faith, or retention of any security) negligence 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 Agreementduties, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement, , or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the Manager and its affiliates and each of their directors, officers, agents and employeesagainst any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Manager or its affiliates or such directors, officers, agents or employees are subject, which are caused by Sub-Adviser’s disabling conduct as provided in (i) and (ii) of the above paragraph; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. The Sub-Adviser shall give not be liable to the Fund prompt notice Manager its officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the Manager or any claim asserted or threatened against other subadviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the Manager, including, but not limited to, a failure of the Manager to provide accurate and current information with respect to any records maintained by Manager or any other subadviser to the Series, which records are not also maintained by the Sub-Adviser intends or, to seek indemnification from the Fund as herein provided. The Fund shall be entitled extent such records relate to participate at its own expense in the defense portion of such action. In additionthe assets managed by the Sub-Adviser, if the Fund notifies otherwise available to the Sub-Adviser in writing within a upon 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 request. The Manager and Sub-Adviser each agree that the Sub-AdviserAdviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with subsections (a) and (b) of Section 1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion. Nothing in this Agreement The Manager shall in indemnify the Sub-Adviser from any way constitute a waiver and all losses, claims, damages, liabilities or limitation litigation (including reasonable legal and other expenses) arising from the conduct of any rights which the Fund may have under federal securities lawsManager or the Series.

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 Master Fund's compliance with its applicable investment policies, and any laws and regulations governing the manner in which the Master Fund's assets may be invested, and shall not be responsible for any liabilities or losses attributable to non-compliance with such investment policies, laws and regulations. UNDER NO CIRCUMSTANCES SHALL SEI OR THE FUND BE LIABLE FOR ANY SPECIAL, INDIRECT PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, INCOME, SAVINGS, BUSINESS, OR GOODWILL) IN CONNECTION WITH ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (Collectively, "Consequential Damages"). Subject to the disclaimer of Consequential Damages set forth above in this Article 8, the Master Fund assumes full responsibility for, and shall indemnify and hold SEI harmless from and against any and all actions, suits, proceedings and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, judgments, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) ("Liabilities") arising out of (i) any error of judgment of the Sub-Adviser Master Fund or SEI, any investment made by or on behalf of the Master Fund, or any act or omission of the Master 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-AdviserMaster 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 Master 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 Master Fund (including, for purposes of this paragraph, its affiliates and their respective directors, officers and employees) and hold them harmless from and against any and all 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 Master Fund described in the preceding sentence that results from an arbitration award, judicial order, undisputed contractual obligation or a reasonable settlement by the Master Fund, in each case, in connection with a claim by or dispute with a third party against the Master Fund under an existing contractual obligation owing by the Master Fund to such third party or under applicable law, rules or regulations, shall 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 Master Fund at any time for instructions and may, with the prior consent of the Master Fund, which consent may not be unreasonably withheld, consult counsel for the Master 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 Master 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 shall not be liable for, and the Fund and the Manager will not take any action against Neither the Sub-Adviser to hold nor any director, officer or employee of the Sub-Adviser performing services for the Series in connection with the Sub-Adviser's discharge of its obligations hereunder shall be liable for, for any error of judgment or mistake of law or for any loss suffered by the Fund NB Parties or a Series in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed to protect the Manager (includingSub-Adviser or any director, without limitationofficer, agent or employee of the Sub-Adviser against any liability to Trust or a Series or its shareholders to which the Sub-Adviser would otherwise be subject by reason of (i) the purchaseSub-Adviser's willful misconduct, sale bad faith, or retention of any security) gross negligence 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 Agreementduties, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement, or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Allocated Portion or the Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser for use therein, or, if not furnished to the Manager or the Trust by the Sub-Adviser, provided that the Sub-Adviser was given the opportunity to review such in advance Prospectus and SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials and provide comments within a reasonable time. The Sub-Adviser shall have no liability to the Trust or a Series or its shareholders and the indemnity set out in the following paragraph shall not apply if the relevant untrue statement material fact or omission was made on the basis of an inaccurate reproduction by the Manager or the Trust in the Prospectus, SAI, Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials of information furnished to the Manager or the Trust by the Sub-Adviser or any director, officer, agent or employee of the Sub-Adviser. The Sub-Adviser agrees to indemnify and hold harmless the Trust and the NB Parties and its affiliates and each of their directors, officers, agents and employees (the "NB Indemnified Parties") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the relevant NB Indemnified Parties are subject, which are caused by Sub-Adviser's disabling conduct as provided in (i) and (ii) of the above paragraph; The Sub-Adviser and the NB Parties acknowledge and agree that trade errors are errors of the Sub-Adviser in the communication or administration of trading and investment instructions in respect of the Allocated Portion ("Trade Errors"). The Sub-Adviser will be responsible and shall give indemnify the Fund prompt notice NB Indemnified Parties for losses from Trade Errors caused directly by the Sub-Adviser's negligence. Notwithstanding the immediately preceding paragraph, in its determination of whether or not an error of communication or administration has occurred such that a position potentially constitutes a Trade Error, it shall be a matter of the Sub-Adviser's discretion, as a free standing investment judgment, whether or not to retain that position for the Allocated Portion, provided, however, that Sub-Adviser's exercise of its investment discretion and its decision to retain such position would not violate applicable law or the investment policies, restrictions or investment guidelines of the Series. If a position is retained as a result of such judgment by the Sub-Adviser, any losses from such position will not be deemed to arise from a Trade Error and the preceding paragraph relating to Trade Errors will not therefore apply. In no case shall the Sub-Adviser's indemnity in favor of any claim asserted person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith, or threatened against gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of obligation and duties under this Agreement. In no event shall Sub-Adviser be liable or indemnify for any losses, claims, damages, liabilities or litigation incurred by reason of any act or omission of the NB Parties, the Trusts, the Board of Trustees or the Custodian. The Sub-Adviser shall not be liable to the NB Parties their officers, directors, agents, employees, controlling persons or shareholders or to the Trust or its shareholders for (i) any acts of the NB Parties or any other sub-adviser to the Series with respect to the portion of the assets of Series not managed by Sub-Adviser and (ii) acts of the Sub-Adviser which result from or are based upon acts of the NB Parties, including, but not limited to, a failure of the NB Parties to provide accurate and current information with respect to any records maintained by NB Parties or any other sub-adviser to the Series, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the portion of the assets managed by the Sub-Adviser, otherwise available to the Sub-Adviser upon reasonable request. The NB Parties agree to indemnify and hold harmless the Sub-Adviser and its affiliates and each of their directors, officers, agents and employees against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser intends to seek indemnification or its affiliates or such directors, officers, agents or employees are subject, arising from the Fund as herein providedconduct of the NB Parties or the Series. The Fund shall be entitled to participate at its own expense in After receipt by the defense of such action. In addition, if the Fund notifies the NB Parties or Sub-Adviser or any party entitled to be indemnified under this Agreement (the "Indemnified Party") of notice of commencement of any action if a claim in respect thereof is to be made against any person obligated to provide indemnification pursuant to this Agreement (the "Indemnifying Party"), such Indemnified Party shall notify the Indemnifying Party in writing within a reasonable time of the commencement thereof as soon as practicable after the Fund receives summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this Agreement. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding and shall pay the fees and disbursements of such noticecounsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall not be borne by the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party have mutually agreed to the retention of such counsel, or (ii) the named parties to any such proceedings (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party an representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Fund may assume Indemnifying Party agrees to indemnify the defense Indemnified Party against any loss or liability by reason of such action with counsel chosen by the Fund which counsel is reasonably acceptable settlement or judgment to the Sub-Adviser. Nothing in extent provided by this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities lawsAgreement.

Limitation of Liability; Indemnification. The Sub-Adviser To the maximum extent permitted under the Act and other applicable law, no Member, Governor or Officer shall not be personally 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 debt, obligation or liability of the Fund or the Manager (including, without limitation, Company merely by reason of being a Member, Governor or Officer. Furthermore, no Governor or Officer shall be personally liable to the purchaseCompany or its Members for monetary damages for a breach of fiduciary duty by such Governor or Officer; provided that this provision shall not eliminate or limit the liability of a Governor or Officer for any of the following: (i) any breach of the duty of loyalty to the Company or its Members; (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law; (iii) a transaction from which the Governor or Officer derived an improper personal benefit (iv) a wrongful distribution in violation of Sections 80A.23 or 322B.56 of the Act; or (v) any act or omission occurring before the Effective Date of this Agreement. To the maximum extent permitted under the Act and other applicable law, sale the Company, its receiver, or retention its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, save and hold harmless, and pay all judgments and claims against each Governor or Officer relating to any liability or damage incurred by reason of any security) act performed or omitted to be performed by such Governor or Officer, in connection with the performance business of the Sub-Adviser's duties under this AgreementCompany, except for or in the event of any action by a Unit Holder against a Governor, including a derivative suit, including reasonable attorneys’ fees incurred by such Governor or officer in connection with the defense of any action based on any such act or omission, provided that (i) the Governor or officer has determined, in good faith, that the course of conduct which caused the loss resulting from willful misfeasance, bad faith or gross negligence on liability was in the part best interest of the Sub-Adviser in Company; (ii) the Governor or officer was acting on behalf of or performing services for the Company; (iii) such liability or loss was not the result of negligence or misconduct by the Governor or officer; and (iv) such indemnification or agreement to hold harmless is recoverable only out of Company net assets and not from the holders of any Membership Interests. The advancement of Company funds to a Governor or officer for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought shall be allowed only if: (i) the legal action relates to acts or omissions with respect to the performance of its duties under this Agreementor services on behalf of the Company; (ii) the legal action is initiated by a third party who is not a holder of any Membership Interests, or the legal action is initiated by reason a holder of its reckless disregard a Membership Interest and a court of its obligations competent jurisdiction specifically approves such advancement; and duties under this Agreement(iii) the Governor or officer undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which such person is found not to be entitled to indemnification. The Fund will indemnify and hold harmless Notwithstanding anything to the Sub-Advisercontrary above, its affiliates and their directors, officers, employees, agents and any person controlled by a Governor or controlling the Sub-Adviser from and against, any and all officer shall be indemnified for 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, expenses arising from or premised on any Losses arising out of an alleged violation of federal or relating state securities laws only if one or more of the following conditions is met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Fund's investments particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and the published position of any state securities regulatory authority in any which securities that of the Company were owned offered or sold as to indemnification for violations of securities laws. Notwithstanding the foregoing provisions, no Governor or officer shall be indemnified by the Fund Company to the extent prohibited or limited by the Act. The Company may purchase and maintain insurance on June 29, 2009 (provided that behalf of any Person in such indemnification Person’s official capacity against any liability asserted against and incurred by such Person in or arising from or premised on that capacity, so long as the Company does not incur the cost of that portion of liability insurance which insures such Person for 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 liability as to which the Sub-Adviser intends to seek indemnification Person is prohibited 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 being indemnified under this Agreement shall in any way constitute a waiver or limitation of any rights which the Fund may have under federal securities lawsparagraph.