Common use of DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY Clause in Contracts

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Administrator shall not be responsible for, and the Fund shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, arising out of or attributable to: (i) All actions of the Administrator or its officers, employers or agents required to be taken pursuant to this Agreement; (ii) The reliance on or use by the Administrator or its officers, employers or agents of information, records, or documents which are received by the Administrator or its officers, employers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or its officers, employees or agents; (iii) The Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Service Provider shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator UAMFSI represents and warrants that Service Provider shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from UAMFSI and the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator Service Provider reasonably believes to be genuine, valid and authorized, and that Service Provider shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by UAMFSI and/or the Fund, as necessary or appropriate. (b) Subject to the foregoing, the Administrator Service Provider shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundFund or UAMFSI, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorService Provider's part in the performance of its duties or from reckless disregard by the Administrator Service Provider of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorService Provider, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the AdministratorService Provider's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Service Provider even though paid by the AdministratorService Provider. In no event shall the Administrator Service Provider be liable to the Fund Fund, UAMFSI or any other party for special special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Administrator Service Provider has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) The Administrator Subject to Paragraph 7 (b) above, Service Provider shall not be responsible for, and the Fund UAMFSI shall indemnify and hold the Administrator Service Provider harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator Service Provider or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator Service Provider or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Service Provider or its officers, employers officers or agents and furnished to it or them by or on behalf of UAMFSI and/or the Fund, and which have been prepared or maintained by UAMFSI and/or the Fund or its officers, employees or agentsany third party on behalf of UAMFSI and/or the Fund; (iii) The FundUAMFSI's refusal or failure to comply with the terms of this Agreement or the FundUAMFSI's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions breach of any person acting on behalf representation or warranty of a shareholder or shareholder account for which telephone or other electronic services have been authorized; andUAMFSI hereunder; (v) The any delays, inaccuracies, errors in or omissions from data provided to Service Provider by data and pricing services; (vi) the reliance on or the carrying out by Service Provider or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Fund or UAMFSI; (vii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its officers, employeesother service providers and agents, or agents (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement.; (dviii) The Administrator shall indemnify and hold any failure of the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the AdministratorFund's refusal or failure registration statement to comply with the terms 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of this Agreementa material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus; and (ix) the Administrator's breach of any representation or warranty made actions taken by it herein; UAMFSI, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderfailure to so comply.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Sub-Transfer Agent shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator Sub-Transfer Agent shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from the Fund Company and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator Sub-Transfer Agent reasonably believes to be genuine, valid and authorized. Sub-Transfer Agent shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Company, as necessary or appropriate. (b) Subject to the foregoing, the Administrator Sub-Transfer Agent shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundCompany or U.S. Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorSub-Transfer Agent's part in the performance of its duties or from reckless disregard by the Administrator Sub-Transfer Agent of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorSub-Transfer Agent, who may be or become an officer, director, partner, employee or agent of the FundCompany, shall be deemed when rendering services to the Fund Company in that capacity or acting on any business of the Fund Company in that capacity (other than services or business in connection with the AdministratorSub-Transfer Agent's duties hereunder) to be rendering such services to or acting solely for the Fund Company and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Sub- Transfer Agent even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionSub-Transfer Agent. (c) The Administrator Subject to Paragraphs 7(b) and (d), Sub-Transfer Agent shall not be responsible for, and the Fund U.S. Trust shall indemnify and hold the Administrator Sub-Transfer Agent harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator Sub-Transfer Agent or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator Sub-Transfer Agent or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Sub-Transfer Agent or its officers, employers officers or agents and furnished to it or them by or on behalf of the FundCompany, and which have been prepared or maintained by the Fund Company or any third party on behalf of the Company other than Sub-Transfer Agent or any of its officers, employees or agentsaffiliates; (iii) The FundU.S. Trust's refusal or failure to comply with the terms of this Agreement or the FundU.S. Trust's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The the material breach of any representation or warranty of U.S. Trust hereunder; (v) the legal taping or other form of legal recording of telephone conversations or other legal forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator Sub-Transfer Agent or its officers or agents on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and; (vvi) The the reliance on or the carrying out by Sub-Transfer Agent or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of U.S. Trust or the Company or recognition by Sub-Transfer Agent or its officers or agents of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Company and the proper countersignature of any transfer agent or registrar of the Company; (vii) any delays, inaccuracies, errors in or omissions from data provided to Sub-Transfer Agent or its officers or agents by data and pricing services; (viii) the offer or sale of shares by the Fund Company in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund Company or its officers, employeesother service providers and agents other than Sub-Transfer Agent or its officers or agents or any of their affiliates, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Company other than by Sub-Transfer Agent or its officers or agents or any of their affiliates prior to the effective date of this Agreement; (ix) any failure of the Company's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus, unless such failure, misstatement or omission relates to, results from or otherwise arises in connection with, actions, inactions and/or information provided by Sub-Transfer Agent or its officers or agents; and (x) the actions taken by the Company, its investment adviser, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable Notwithstanding anything herein to the Administrator's refusal or failure contrary, U.S. Trust shall be as fully responsible to comply with the terms of this Agreement; Company for the Administrator's breach acts and omissions of any representation or warranty made by it herein; or the Administrator's lack of good faith, or sub- transfer agent as U.S. Trust is for its own acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderand omissions.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Chase shall be obligated to exercise due care and diligence and to act in good faith and use its best judgment in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator Chase shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from the Fund and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator Chase reasonably believes to be genuine, valid and authorized. Chase shall also be entitled to consult with and rely in good faith on the advice and opinions of outside legal counsel retained by the Fund, as necessary or appropriate. (b) Subject to the foregoing, the Administrator Chase shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorChase's (or any agent or subcontractor of Chase's) part in the performance of its duties or from reckless disregard by the Administrator Chase (or any agent or subcontractor of its Chase's) of Chase's obligations and duties under this Agreement. In the event of any loss to the Fund by reason of Chase (or any agent or subcontractor of Chase) to perform the services provided under this Agreement, Chase shall be liable to the Fund only to the extent of the Fund's direct damages to be determined based on the market value of the loss at the date of discovery and without reference to any special or consequential damages. Notwithstanding the foregoing, Chase shall not be liable to the Fund for any loss or expense caused by or resulting from any agent or subcontractor used by Chase at the request of the Fund. Any person, even though also an officer, director, partner, employee or agent of the AdministratorChase, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the Administratoror related to Chase's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Chase even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionChase. (c) The Administrator Subject to Paragraph 7(b) above, Chase shall not be responsible for, and the Fund shall indemnify and hold the Administrator Chase harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator Chase or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reasonable reliance on or use by the Administrator Chase or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Chase or its officers, employers officers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or its officers, employees or agentsany third party on behalf of the Fund; (iii) The the Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, faith or its in actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The the breach in any material respect of any representation or warranty of the Fund hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with other agents investors and shareholders of the Fund, its investors and shareholders, or reliance by the Administrator Chase on telephone or other electronic instructions of any person acting on behalf of a Fund shareholder or shareholder account for which telephone or other electronic services have been authorized; and, provided that Chase employed reasonable procedures to confirm that Chase reasonably believes such instructions are genuine; (vvi) The the reliance on or the carrying out by Chase or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Fund or recognition by Chase of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Fund and the proper countersignature of any transfer agent or registrar of the Fund; (vii) any delays, inaccuracies, errors in or omission from date provided to Chase by the Fund, any of its affiliates, agents subcontractors or pricing services; (viii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its officers, employeesother service providers and agents, or agents (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement.; (dix) The Administrator any failure of the Fund's registration statement to comply in any material respect with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in the Fund's prospectus; and (x) actions taken by the Fund, its investment advisers, and its distributor in violation of applicable securities, tax, commodities and other laws, rules and regulations. Notwithstanding the preceding sentence or anything else contained in this Agreement, nothing contained herein shall indemnify and hold protect or require the Fund harmless from and against indemnification of Chase for any and all losses, damages, costsexpenses or liabilities caused by or resulting from Chase's (or any agent or subcontractor other than one used by Chase at the request of the Fund) willful misfeasance, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good bad faith, or acts involving gross negligence, willful misfeasance negligence or reckless disregard of its obligations and duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Sub-Transfer Agent shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator Sub-Transfer Agent shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from the Fund Company and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator Sub-Transfer Agent reasonably believes to be genuine, valid and authorized. Sub-Transfer Agent shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Company, as necessary or appropriate. (b) Subject to the foregoing, the Administrator Sub-Transfer Agent shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundCompany or U.S. Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorSub-Transfer Agent's part in the performance of its duties or from reckless disregard by the Administrator Sub-Transfer Agent of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorSub-Transfer Agent, who may be or become an officer, director, partner, employee or agent of the FundCompany, shall be deemed when rendering services to the Fund Company in that capacity or acting on any business of the Fund Company in that capacity (other than services or business in connection with the AdministratorSub-Transfer Agent's duties hereunder) to be rendering such services to or acting solely for the Fund Company and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Sub- Transfer Agent even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionSub-Transfer Agent. (c) The Administrator Subject to Paragraphs 7(b) and (d), Sub-Transfer Agent shall not be responsible for, and the Fund U.S. Trust shall indemnify and hold the Administrator Sub-Transfer Agent harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator Sub-Transfer Agent or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator Sub-Transfer Agent or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Sub-Transfer Agent or its officers, employers officers or agents and furnished to it or them by or on behalf of the FundCompany, and which have been prepared or maintained by the Fund Company or any third party on behalf of the Company other than Sub-Transfer Agent or any of its officers, employees or agentsaffiliates; (iii) The FundU.S. Trust's refusal or failure to comply with the terms of this Agreement or the FundU.S. Trust's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The the material breach of any representation or warranty of U.S. Trust hereunder; (v) the legal taping or other form of legal recording of telephone conversations or other legal forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator Sub-Transfer Agent or its officers or agents on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and; (vvi) The the reliance on or the carrying out by Sub-Transfer Agent or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of U.S. Trust or the Company or recognition by Sub- Transfer Agent or its officers or agents of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Company and the proper countersignature of any transfer agent or registrar of the Company; (vii) any delays, inaccuracies, errors in or omissions from data provided to Sub-Transfer Agent or its officers or agents by data and pricing services; (viii) the offer or sale of shares by the Fund Company in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund Company or its officers, employeesother service providers and agents other than Sub-Transfer Agent or its officers or agents or any of their affiliates, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Company other than by Sub-Transfer Agent or its officers or agents or any of their affiliates prior to the effective date of this Agreement; (ix) any failure of the Company's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus, unless such failure, misstatement or omission relates to, results from or otherwise arises in connection with, actions, inactions and/or information provided by Sub-Transfer Agent or its officers or agents; and (x) the actions taken by the Company, its investment adviser, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable Notwithstanding anything herein to the Administrator's refusal or failure contrary, U.S. Trust shall be as fully responsible to comply with the terms of this Agreement; Company for the Administrator's breach acts and omissions of any representation or warranty made by it herein; or the Administrator's lack of good faith, or sub- transfer agent as U.S. Trust is for its own acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderand omissions.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Chase shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator UAMFSI represents and warrants that Chase shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from UAMFSI and the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator Chase reasonably believes to be genuine, valid and authorized, and that Chase shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by UAMFSI and/or the Fund, as necessary or appropriate. Also, Chase shall be entitled to rely on any financial, regulatory, tax or other records or information provided by the Fund or third parties prior to the date of this Agreement without verification by Chase. (b) Subject to the foregoing, the Administrator Chase shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundFund or UAMFSI, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorChase's part in the performance of its duties or from reckless disregard by the Administrator Chase of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorChase, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the AdministratorChase's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Chase even though paid by the AdministratorChase. In no event shall the Administrator Chase be liable to the Fund Fund, UAMFSI or any other party for special special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Administrator Chase has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) The Administrator Subject to Paragraph 7 (b) above, Chase shall not be responsible for, and the Fund UAMFSI shall indemnify and hold the Administrator Chase harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator Chase or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator Chase or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Chase or its officers, employers officers or agents and furnished to it or them by or on behalf of UAMFSI and/or the Fund, and which have been prepared or maintained by UAMFSI and/or the Fund or its officers, employees or agentsany third party on behalf of UAMFSI and/or the Fund; (iii) The FundUAMFSI's refusal or failure to comply with the terms of this Agreement or the FundUAMFSI's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The the breach of any representation or warranty of UAMFSI hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator Chase on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and; (vvi) The the reliance on or the carrying out by Chase or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Fund or UAMFSI, or recognition by Chase of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Fund and the proper countersignature of any transfer agent or registrar of the Fund; (vii) any delays, inaccuracies, errors in or omissions from data provided to Chase by data, pricing and/or corporate action services; (viii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its officers, employeesother service providers and agents, or agents (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement.; (dix) The Administrator shall indemnify and hold any failure of the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the AdministratorFund's refusal or failure registration statement to comply with the terms 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of this Agreementa material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus; and (x) the Administrator's breach of any representation or warranty made actions taken by it herein; UAMFSI, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderfailure to so comply.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Chase shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator UAMFSI represents and warrants that Chase shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from UAMFSI and the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator Chase reasonably believes to be genuine, valid and authorized, and that Chase shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by UAMFSI and/or the Fund, as necessary or appropriate. (b) Subject to the foregoing, the Administrator Chase shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundFund or UAMFSI, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorChase's part in the performance of its duties or from reckless disregard by the Administrator Chase of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorChase, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the AdministratorChase's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Chase even though paid by the AdministratorChase. In no event shall the Administrator Chase be liable to the Fund Fund, UAMFSI or any other party for special special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Administrator Chase has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) The Administrator Subject to Paragraph 7 (b) above, Chase shall not be responsible for, and the Fund UAMFSI shall indemnify and hold the Administrator Chase harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator Chase or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator Chase or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Chase or its officers, employers officers or agents and furnished to it or them by or on behalf of UAMFSI and/or the Fund, and which have been prepared or maintained by UAMFSI and/or the Fund or its officers, employees or agentsany third party on behalf of UAMFSI and/or the Fund; (iii) The FundUAMFSI's refusal or failure to comply with the terms of this Agreement or the FundUAMFSI's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The the breach of any representation or warranty of UAMFSI hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator Chase on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and; (vvi) The the reliance on or the carrying out by Chase or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Fund or UAMFSI, or recognition by Chase of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Fund and the proper countersignature of any transfer agent or registrar of the Fund; (vii) any delays, inaccuracies, errors in or omissions from data provided to Chase by data and pricing services; (viii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its officers, employeesother service providers and agents, or agents (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement.; (dix) The Administrator shall indemnify and hold any failure of the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the AdministratorFund's refusal or failure registration statement to comply with the terms 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of this Agreementa material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus; and (x) the Administrator's breach of any representation or warranty made actions taken by it herein; UAMFSI, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderfailure to so comply.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from IMIT or the Fund Portfolios and its their custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundPortfolios, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the FundPortfolios, shall be deemed when rendering services to the Fund Portfolios or acting on any business of the Fund Portfolios (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund Portfolios and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Administrator shall not be responsible for, and the Fund IMIT shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, arising out of or attributable to: (i) All actions of the Administrator or its officers, employers or agents required to be taken pursuant to this Agreement; (ii) The reliance on or use by the Administrator or of its officers, employers or agents of information, records, or documents which are received by the Administrator or its officers, employers or agents and furnished to it or them by or on behalf of the FundIMIT, and which have been prepared or maintained by the Fund IMIT or its officers, employees or agents; (iiiii) The FundIMIT's refusal or failure to comply with the terms of this Agreement or the FundIMIT's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iviii) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the FundIMIT, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (viv) The offer or sale of shares by the Fund IMIT in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund IMIT or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund IMIT harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator U.S. Trust shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator U.S. Trust shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from the Fund Company and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator U.S. Trust reasonably believes to be genuine, valid and authorized. U.S. Trust shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Company, as necessary or appropriate. (b) Subject to the foregoingExcept as provided herein, the Administrator U.S. Trust shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundCompany, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorU.S. Trust's part in the performance of its duties or from reckless disregard by the Administrator U.S. Trust of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorU.S. Trust, who may be or become an officer, director, partner, employee or agent of the FundCompany, shall be deemed when rendering services to the Fund Company in that capacity or acting on any business of the Fund Company in that capacity (other than services or business in connection with the AdministratorU.S. Trust's duties hereunder) to be rendering such services to or acting solely for the Fund Company and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator U.S. Trust even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionU.S. Trust. (c) The Administrator Subject to Paragraphs 7(b) and (d), U.S. Trust shall not be responsible for, and the Fund Company shall indemnify and hold the Administrator U.S. Trust harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator U.S. Trust or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator U.S. Trust or its officers, employers officers or agents of information, records, or documents which are received by the Administrator U.S. Trust or its officers, employers officers or agents and furnished to it or them by or on behalf of the FundCompany, and which have been prepared or maintained by the Fund Company or any third party on behalf of the Company other than U.S. Trust or any of its officers, employees or agentsaffiliates; (iii) The Fundthe Company's refusal or failure to comply with the terms of this Agreement or the FundCompany's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The the material breach of any representation or warranty of the Company hereunder; (v) the legal taping or other form of legal recording of telephone conversations or other legal forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator U.S. Trust or its officers or agents on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and; (vvi) The the reliance on or the carrying out by U.S. Trust or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Company or recognition by U.S. Trust or its officers or agents of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Company and the proper countersignature of any transfer agent or registrar of the Company; (vii) any delays, inaccuracies, errors in or omissions from data provided to U.S. Trust or its officers or agents by data and pricing services; (viii) the offer or sale of shares by the Fund Company in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund Company or its officers, employeesother service providers and agents other than U.S. Trust or its officers or agents or any of their affiliates, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Company other than by U.S. Trust or its officers or agents or any of their affiliates prior to the effective date of this Agreement; (ix) any failure of the Company's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus, unless such failure, misstatement or omission relates to, results from or otherwise arises in connection with, actions, inactions and/or information provided by U.S. Trust or its officers or agents; and (x) the actions taken by the Company, its investment adviser (other than U.S. Trust or its officers or agents or any of their affiliates), and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable Notwithstanding anything herein to the Administrator's refusal or failure contrary, U.S. Trust shall be as fully responsible to comply with the terms of this Agreement; Company for the Administrator's breach acts and omissions of any representation or warranty made by it herein; or the Administrator's lack of good faith, or sub- transfer agent as U.S. Trust is for its own acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderand omissions.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator AJCI shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator IASI represents and warrants that AJCI shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from the Fund IASI and IMIT and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator AJCI reasonably believes to be genuine, valid and authorized, and that AJCI shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by IASI and/or IMIT, as necessary or appropriate. (b) Subject to the foregoing, the Administrator AJCI shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundIMIT or IASI, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorAJCI's part in the performance of its duties or from reckless disregard by the Administrator AJCI of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorAJCI, who may be or become an officer, director, partner, employee or agent of the FundIMIT, shall be deemed when rendering services to the Fund IMIT or acting on any business of the Fund IMIT (other than services or business in connection with the AdministratorAJCI's duties hereunder) to be rendering such services to or acting solely for the Fund IMIT and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator AJCI even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionAJCI. (c) The Administrator Subject to Paragraph 7 (b) above, AJCI shall not be responsible for, and the Fund IASI shall indemnify and hold the Administrator AJCI harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All actions of the Administrator or its officers, employers or agents required to be taken pursuant to this Agreement; (ii) The reliance on or use by the Administrator AJCI or its officers, employers officers or agents of information, records, or documents which are received by the Administrator AJCI or its officers, employers officers or agents and furnished to it or them by or on behalf of the FundIASI and/or IMIT, and which have been prepared or maintained by the Fund IASI and/or IMIT or its officers, employees or agentsany third party on behalf of IASI and/or IMIT; (iiiii) The FundIASI's refusal or failure to comply with the terms of this Agreement or the FundIASI's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iii) the breach of any representation or warranty of IASI hereunder; (iv) The taping the reliance on or other form of recording of telephone conversations the carrying out by AJCI or other forms of electronic communications with other its officers or agents of the Fund, its investors and shareholdersany proper instructions reasonably believed to be duly authorized, or reliance requests of IMIT or IASI, or recognition) by the Administrator on telephone or other electronic instructions AJCI of any person acting on behalf share certificates which are reasonably believed to bear the proper signatures of a shareholder the officers of IMIT and the proper countersignature of any transfer agent or shareholder account for which telephone or other electronic services have been authorized; andregistrar of IMIT; (v) The any delays, inaccuracies, errors in or omissions from data provided to AJCI by data and pricing services; (vi) the offer or sale of shares by the Fund IMIT in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund IMIT or its officers, employeesother service providers and agents, or agents (2) existing or arising out of activities, actions or omissions by or on behalf of IMIT prior to the effective date of this Agreement.; and (dvii) The Administrator shall indemnify the actions taken by IASI, IMIT or its investment advisers, and hold its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderso comply.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated to exercise the due care and diligence of a mutual fund accounting and pricing service agent, transfer agent, registrar, dividend disbursing agent, shareholder servicing agent and blue sky administrator, and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator shall not be liable for any error of judgment judgement or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Subject to Paragraph 7(b) above, the Administrator shall not be responsible for, and MSAM and the Fund shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator or its officers, employers officers or agents Regents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator or its officers, employers officers or agents of information, records, or documents which are received by the Administrator or its officers, employers officers or agents and furnished to it or them by or on behalf of MSAM or the Fund, and which have been prepared or maintained by the Fund Fund, MSAM or its officers, employees any other third party on behalf of MSAM or agentsthe Fund; (iii) The MSAM's or the Fund's refusal or failure to comply with the terms of this Agreement or MSAM's or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasancemalfeasance; (iv) The the breach of any representation or warranty of MSAM hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) the reliance on or the carrying out by the Administrator or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Fund or recognition by the Administrator of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Fund and the proper countersignature of any former transfer agent or registrar of the Fund; and (vvii) The the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund's distributor or existing or arising out of activities, actions or omissions by or on behalf of the Fund or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold MSAM or the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross new negligence, willful misfeasance or reckless disregard of its duties hereunderduties.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In Northern shall not in the performance absence of some act of negligence, fraud, bad faith, willful default, a material breach of this Agreement or reckless disregard of its duties hereunder, the Administrator shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing , be liable for (i) any loss, cost, expense or damage suffered by a Fund or otherwise arising directly or indirectly as a result of or in the course of discharge by Northern of its services hereunderduties hereunder or in connection with the subject matter of this Agreement and (ii) any direct loss or damage which may be sustained in the holding or sale of any securities, cash and all other assets of a Fund from time to time including any certificates or documents of or evidencing title thereto (each an “Investment”) in the Administrator shall be entitled to rely on any oral or written instructionsFund, notices or other communications and each Fund shall, separately and not jointly, indemnify and hold harmless and keep Northern indemnified against all actions, proceedings, claims and demands (including costs and expenses incidental thereto) resulting from the fact that Northern has acted hereunder in respect of that Fund and in accordance with proper instructions (as agreed by the Parties) or as authorised under this Agreement otherwise than as a result of some act of negligence, fraud, bad faith, willful default, a material breach of this Agreement or reckless disregard of its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications duties under this Agreement on the Administrator reasonably believes to be genuine, valid and authorizedpart of Northern. (b) Subject Northern shall not be liable to the foregoingFunds for: (i) loss of profit or loss of opportunity (in either case other than claims to recover any reduction in the net asset value as a result of Northern’s negligence, bad faith, willful misconduct or fraud or arising from a material breach of this Agreement or the reckless disregard of its obligations and duties set out in this Agreement); (ii) loss of goodwill (other than claims relating to “goodwill” as an asset of a Fund); (iii) indirect, punitive or consequential losses (whether or not in the contemplation of the parties at the date of this Agreement), (iv) losses arising from the insolvency or any similar event affecting any broker, dealer, bank or other agent engaged in connection with the provision of services to the Fund; or (v) losses arising out of or in connection with the performance or non-performance by Northern of its duties and obligations under this Agreement. (c) Northern shall indemnify and hold harmless and keep the Funds, indemnified against all actions, proceedings, claims and demands (including costs and expenses incidental thereto) caused to or brought or made against the Fund or suffered by any of them, arising out of any act or omission involving negligence, fraud, bad faith, willful default, a material breach of this Agreement or reckless disregard of its duties under this Agreement on the part of Northern. (d) The Funds hereby acknowledge and accept that in respect of any use of internet or other electronic mail by Northern and the Funds (including any agents and appointees of the Funds and other persons authorised by the Funds (“Agents”)) for the purpose of providing or receiving notices, information and any such other communications as shall be agreed between Northern and the Funds from time to time (“Communication”), in the absence of negligence, fraud, bad faith, breach of this Agreement, the Administrator reckless disregard of its obligations under this Agreement or wilful default on the part of Northern, Northern shall not be liable, and the Funds agree to indemnify and keep indemnified Northern for any loss, cost, expense or damage suffered or incurred by Northern as a direct result of, or in connection with, any Communication sent by Northern to the Fund and/or its Agents or received by Northern from the Fund and/or its Agents which has (i) not been received or which has been corrupted, interrupted, intercepted or altered; or (ii) has been disseminated (in full or in part) by the Funds and/or its Agents or any third party or for any unauthorised use or any other failure whatsoever of, or relating to, any Communication. (e) Without prejudice to Northern’s standard of care, the skill required of a prudent administrator, and Northern’s duties and obligations under this Agreement, and without limiting Northern’s liability for any act or omission involving negligence, fraud, bad faith, wilful default, a material breach of this Agreement or reckless disregard of its duties under this Agreement, in calculating the Funds’ net asset values, Northern shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense Funds by reason of any error resulting from willful misfeasanceany inaccuracy in the information provided by any pricing service, provided however that if Northern is aware of another price or methodology in respect of the relevant Investment being available to it through its normal pricing processes then Northern shall consider whether to challenge and/or seek to validate the price or methodology provided against such other price or methodology and provided further that Northern shall use its reasonable care and skill when applying the valuation procedures approved by the Board of Trustees of the Trust (the “Pricing Procedures”) and any other methodology supplied by the Trust, Northern will notify the relevant Fund(s), and the Fund’s designee(s), which may be Xxxxxxx Investment Management (US) Corporation, as soon as practicable after discovery of any error in a Fund’s net asset value. (f) Except as set out in this Agreement, each Party shall, as far as permitted under applicable laws and regulations, have no liability to each other, unless there is negligence, fraud, bad faith faith, willful default, or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator such Party of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Administrator shall not be responsible for, and the Fund shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, arising out of for any losses to the extent that the other Party could have reduced or attributable to:avoided such losses by exercising reasonable care and diligence in seeking to mitigate such losses. (ig) All actions For the avoidance of the Administrator or its officers, employers or agents required any doubt it is hereby agreed and declared that reference to be taken pursuant to this Agreement; (ii) The reliance on or use by the Administrator or its officers, employers or agents of information, recordsNorthern, or documents which are received by the Administrator or its officers, employers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or its officers, employees or agents; (iii) The Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect this clause shall be deemed to include references to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund or its officers, employees, agents and delegates of Northern or agents prior the Fund, as the case may be. (h) Any indemnity expressly given to the effective date any Party in this Agreement is in addition to and without prejudice to any indemnity allowed by law and shall survive termination of this Agreement. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In The duties, rights and responsibilities of the Trustees shall be as provided by this Trust Agreement and the Delaware Statutory Trust Act and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of its any of their duties hereunder, or in the Administrator exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such 34 risk or liability is not reasonably assured to them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be obligated subject to exercise due care the provisions of this Section 8.1. No Trustee shall be liable hereunder except for its own gross negligence or willful misconduct; provided, however, to the extent required by the Trust Indenture Act, nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own failure to act, or its own willful misconduct. To the extent that, at law or in equity, a Trustee has duties (including fiduciary duties) and diligence and liabilities relating thereto to act in the Trust or to the Securityholders, such Trustee shall not be liable to the Trust or to any Securityholder for such Trustee's good faith in performing reliance on the services provided for under provisions of this Trust Agreement. In performing its services hereunderThe provisions of this Trust Agreement, to the Administrator shall be entitled extent that they restrict the duties and liabilities of a Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to rely on any oral or written instructions, notices or replace such other communications from the Fund duties and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorizedliabilities of such Trustee. (b) Subject All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and only to the foregoingextent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Securityholder, by its acceptance of a Trust Security, agrees that it will look solely to the Administrator revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Trustees are not personally liable to it for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This Section 8.1(b) does not limit the liability of the Trustees expressly set forth elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture Act. (c) No provision of this Trust Agreement shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) the Property Trustee shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered made in good faith by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent authorized officer of the AdministratorProperty Trustee, who may be or become an officer, director, partner, employee or agent of the Fund, unless it shall be deemed when rendering services to proved that the Fund or acting on any business of Property Trustee was negligent in ascertaining the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Administrator shall not be responsible for, and the Fund shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, arising out of or attributable to: (i) All actions of the Administrator or its officers, employers or agents required to be taken pursuant to this Agreementpertinent facts; (ii) The reliance the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in Liquidation Amount of the Trust Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement; (iii) the Property Trustee's sole duty with respect to the custody, safe keeping and physical preservation of the Debentures and the Payment Account shall be to deal with such Property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on or use liability afforded to the Property Trustee under this Trust Agreement and the Trust Indenture Act; (iv) the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Depositor. Money held by the Administrator Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law; and (v) the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or its officersthe Depositor with their respective duties under this Trust Agreement, employers nor shall the Property Trustee be liable for the default or agents misconduct of the Administrative Trustees or the Depositor. (d) No Trustee (each an "Indemnified Person" including in the respective individual capacity) shall be liable, responsible or accountable in damages or otherwise to the Trust, any of the Trust's Affiliates or any Securityholder for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Agreement or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence or willful misconduct with respect to such acts or omissions. An Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust and upon such information, recordsopinions, reports or documents which statements presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are received by the Administrator within such other Person's professional or its officers, employers or agents expert competence and furnished to it or them who has been selected with reasonable care by or on behalf of the FundTrust, including information, opinions, reports or statements as to the value and which have been prepared or maintained by amount of the Fund or its officersassets, employees or agents; (iii) The Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faithliabilities, profits, losses, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or any other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect facts pertinent to the offer or sale existence and amount of such shares in such state resulting assets from activities, actions, or omissions by the Fund or its officers, employees, or agents prior which Distributions to the effective date of this AgreementSecurityholders might properly be paid. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Transfer Agent shall be obligated to exercise due care and diligence diligence, and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator Transfer Agent shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator Transfer Agent reasonably believes to be genuine, valid and authorized. The Transfer Agent shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Fund, as necessary or appropriate. (b) Subject to the foregoing, the Administrator The Transfer Agent shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorTransfer Agent's part in the performance of its duties or from reckless disregard by the Administrator Transfer Agent of its obligations and duties under this Agreement. The Transfer Agent's liability under this Agreement for any cause whatsoever shall be limited to the total amount of fees paid to the Transfer Agent under this Agreement for the prior year. Any person, even though also an officer, director, partner, employee or agent of the AdministratorTransfer Agent, who may be or become an officer, director, partner, employee employee, or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the AdministratorTransfer Agent's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Transfer Agent even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionTransfer Agent. (c) The Administrator Subject to Paragraph 7(b) above, the Transfer Agent shall not be responsible for, and the Fund shall indemnify and hold the Administrator Transfer Agent harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: : (i) All all actions of the Administrator Transfer Agent or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator Transfer Agent or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Transfer Agent or its officers, employers officers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or its officers, employees or agents; (iii) The Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents any third party on behalf of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.;

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) Xxxxxxxx shall be responsible for the performance of only such duties as are set forth in this Agreement. In the performance of its duties hereunder, the Administrator Xxxxxxxx shall be obligated obligated, as applicable, to exercise the due care and diligence of a professional accounting service provider in providing the services called for in this Agreement, including the services referenced in Section 4 of this Agreement, and to in all events shall act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator Xxxxxxxx shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund, Client in connection with the matters to which this Agreement relates, except for liability pursuant to Section 5(e) hereunder, and liability for a loss or expense directly caused by or resulting from willful misfeasance, bad faith or gross negligence on the Administrator's Sudrania’s part in the performance of its duties or from reckless disregard by Xxxxxxxx of the Administrator of its obligations and duties under specifically set forth in this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the Fund, Neither party hereunder shall be deemed when rendering services to the Fund or acting on liable for any business of the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officerspecial, directorindirect, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special incidental or consequential loss or damage damages of any kind whatsoever (including but not limited to lost profitsincluding, without limitation, attorneys’ fees) even if the Administrator has been advised under any provision of such loss or damage and regardless of the form of actionthis Agreement. (c) The Administrator Subject to Sections 5(a) and 5(b) above, Xxxxxxxx shall not be responsible for, and the Fund Client shall indemnify out of the applicable Fund’s assets and hold the Administrator Xxxxxxxx harmless from and against, any and all losses, damages, costs, reasonable attorneys' ’ fees and expenses, payments, expenses and liabilitiesliabilities incurred by Xxxxxxxx or any of its agents as have been disclosed to Client, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its its/their duties or from reckless disregard by the Administrator of its obligations and duties under this Agreementhereunder, including but not limited to those arising out of or attributable to: (i) All any and all actions of the Administrator Xxxxxxxx or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reasonable reliance on or use by the Administrator Xxxxxxxx or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Xxxxxxxx or its officers, employers officers or agents and furnished to it or them by or on behalf of the FundClient, and which have been prepared or maintained by the Fund Client or its officers, employees or agentsany third party on behalf of the Client; (iii) The Fund's the Client’s refusal or failure to comply with the terms of this Agreement or the Fund's Client’s lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping the breach of any representation or other form of recording of telephone conversations or other forms of electronic communications with other agents warranty of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; andClient hereunder; (v) The the reliance on or the carrying out by Xxxxxxxx or its officers or agents of any instructions reasonably believed to be given on behalf of the Client by a duly authorized person, or requests of or the Client or recognition by Xxxxxxxx of any certificates which representing member interests (if any) are reasonably believed to bear the signatures of the officers of the Client and the counter signature of any transfer agent or registrar of the Client; (vi) any delays, inaccuracies, errors in or omissions from information or data provided to Xxxxxxxx by data, corporate action, pricing services or securities brokers and dealers; (vii) the offer or sale of shares securities by the Fund Client in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state state; (viii) any failure of the Client’s offering documents to comply with applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading; (ix) the failure of the Client to comply with applicable securities, tax, commodities and other laws, rules and regulations; and (x) all actions, inactions, omissions, or errors caused by or resulting from activitiesthe willful misfeasance, actions, bad faith or omissions negligence of third parties to whom Xxxxxxxx or the Client has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Fund or its officersClient, employees, or agents prior to provided that each of such third parties was chosen by the effective date of this AgreementClient. (d) The Administrator Further, the Client shall indemnify hold harmless Xxxxxxxx and any employee of Xxxxxxxx who has been appointed to serve as an officer of the Client from and against, any and all losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities incurred by Xxxxxxxx or any such employees acting in a capacity as an officer of the Client, provided such officer acted in good faith and in a manner he/she reasonably believed was in or not opposed to the best interests of the Client. (e) In performing its services hereunder, Xxxxxxxx shall be entitled to rely on any oral or written instructions, notices or other communications, including electronic transmissions, from the Client and its custodian, officers and members, agents and other service providers which Xxxxxxxx reasonably believes to be genuine, valid and authorized, and shall be indemnified by the Client for any loss or expense caused by such reasonable reliance. (f) Xxxxxxxx shall indemnify and hold the Fund Client harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' ’ fees and expenses, payments, expenses and liability liabilities directly arising out of or attributable to the Administrator's Sudrania’s refusal or failure to comply with the material terms of this Agreement; the Administrator's Sudrania’s breach of any material representation or warranty made by it herein; or the Administrator's Sudrania’s lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its the duties hereunderspecifically set forth in this Agreement. (g) The indemnifications contained hereunder shall survive the termination of this Agreement.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator U.S. Trust shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator U.S. Trust shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from the Fund Company and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator U.S. Trust reasonably believes to be genuine, valid and authorized. U.S. Trust shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Company, as necessary or appropriate. (b) Subject to the foregoingExcept as provided herein, the Administrator U.S. Trust shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundCompany, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorU.S. Trust's part in the performance of its duties or from reckless disregard by the Administrator U.S. Trust of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorU.S. Trust, who may be or become an officer, director, partner, employee or agent of the FundCompany, shall be deemed when rendering services to the Fund Company in that capacity or acting on any business of the Fund Company in that capacity (other than services or business in connection with the AdministratorU.S. Trust's duties hereunder) to be rendering such services to or acting solely for the Fund Company and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator U.S. Trust even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionU.S. Trust. (c) The Administrator Subject to Paragraphs 7(b) and (d), U.S. Trust shall not be responsible for, and the Fund Company shall indemnify and hold the Administrator U.S. Trust harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator U.S. Trust or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator U.S. Trust or its officers, employers officers or agents of information, records, or documents which are received by the Administrator U.S. Trust or its officers, employers officers or agents and furnished to it or them by or on behalf of the FundCompany, and which have been prepared or maintained by the Fund Company or any third party on behalf of the Company other than U.S. Trust or any of its officers, employees or agentsaffiliates; (iii) The Fundthe Company's refusal or failure to comply with the terms of this Agreement or the FundCompany's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The the material breach of any representation or warranty of the Company hereunder; (v) the legal taping or other form of legal recording of telephone conversations or other legal forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator U.S. Trust or its officers or agents on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and; (vvi) The the reliance on or the carrying out by U.S. Trust or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Company or recognition by U.S. Trust or its officers or agents of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Company and the proper countersignature of any transfer agent or registrar of the Company; (vii) any delays, inaccuracies, errors in or omissions from data provided to U.S. Trust or its officers or agents by data and pricing services; (viii) the offer or sale of shares by the Fund Company in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund Company or its officers, employeesother service providers and agents other than U.S. Trust or its officers or agents or any of their affiliates, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Company other than by U.S. Trust or its officers or agents or any of their affiliates prior to the effective date of this Agreement; (ix) any failure of the Company's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus, unless such failure, misstatement or omission relates to, results from or otherwise arises in connection with, actions, inactions and/or information provided by U.S. Trust or its officers or agents; and (x) the actions taken by the Company, its investment adviser (other than U.S. Trust or its officers or agents or any of their affiliates), and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable Notwithstanding anything herein to the Administrator's refusal or failure contrary, U.S. Trust shall be as fully responsible to comply with the terms of this Agreement; Company for the Administrator's breach acts and omissions of any representation or warranty made by it herein; or the Administrator's lack of good faith, or sub-transfer agent as U.S. Trust is for its own acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderand omissions.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator shall not be liable for any error of judgment judgement or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Subject to Paragraphs 7 (a) and (b) above, the Administrator shall not be responsible for, and the Fund shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator or its officers, employers officers or agents of information, records, or documents which are received by the Administrator or its officers, employers officers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or its officers, employees or agentsany other third party on behalf of the Fund; (iii) The the Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The the breach of any representation or warranty of the Fund hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (vvi) The the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund's underwriters or arising out of activities, actions or omissions by or on behalf of the Fund or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderduties.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Administrator shall not be responsible for, and the Fund shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, arising out of or attributable to: (i) All actions of the Administrator or its officers, employers or agents required to be taken pursuant to this Agreement; (ii) The reliance on or use by the Administrator or its officers, employers or agents of information, records, or documents which are received by the Administrator or its officers, employers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or its officers, employees employees, or agents; (iii) The Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund or its officers, employees, employees or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In Northern shall not in the performance absence of some act of negligence, fraud, bad faith, willful default, a material breach of this Agreement or reckless disregard of its duties hereunder, the Administrator shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator shall not be liable for (i) any error of judgment loss, cost, expense or mistake of law or for any loss or expense damage suffered by the Fund, Fund or otherwise arising directly or indirectly as a result of or in the course of discharge by Northern of its duties hereunder or in connection with the matters to which subject matter of this Agreement relates, except for a and (ii) any direct loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part damage which may be sustained in the performance holding or sale of its duties or from reckless disregard by the Administrator of its obligations any securities, cash and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business all other assets of the Fund from time to time including any certificates or documents of or evidencing title thereto (other than services or business each an “Investment”) in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Administrator shall not be responsible forFund, and the Fund shall indemnify and hold the Administrator harmless from and againstkeep Northern indemnified against all actions, any proceedings, claims and all losses, damages, costs, reasonable attorneys' fees demands (including costs and expenses, payments, expenses and liabilities, except for a loss or expense incidental thereto) resulting from willful misfeasancethe fact that Northern has acted hereunder in accordance with proper instructions (as agreed by the Parties) or as authorised under this Agreement otherwise than as a result of some act of negligence, fraud, bad faith faith, willful default, a material breach of this Agreement or gross negligence on the Administrator's part in the performance reckless disregard of its duties under this Agreement on the part of Northern. (b) Northern shall not be liable to the Fund for: (i) loss of profit or loss of opportunity (in either case other than claims to recover any reduction in the net asset value as a result of Northern’s negligence, bad faith, willful misconduct or fraud or arising from a material breach of this Agreement or the reckless disregard by the Administrator of its obligations and duties under set out in this Agreement, arising out of or attributable to: (i) All actions of the Administrator or its officers, employers or agents required to be taken pursuant to this Agreement); (ii) The reliance on or use by the Administrator or its officers, employers or agents loss of information, records, or documents which are received by the Administrator or its officers, employers or agents and furnished goodwill (other than claims relating to it or them by or on behalf “goodwill” as an asset of the Fund, and which have been prepared or maintained by the Fund or its officers, employees or agents); (iii) The Fund's refusal indirect, punitive or failure to comply consequential losses (whether or not in the contemplation of the parties at the date of this Agreement), (iv) losses arising from the insolvency or any similar event affecting any broker, dealer, bank or other agent engaged in connection with the terms provision of services to the Fund; or (v) losses arising out of or in connection with the performance or non-performance by Northern of its duties and obligations under this Agreement. (c) Northern shall indemnify and hold harmless and keep the Fund indemnified against all actions, proceedings, claims and demands (including costs and expenses incidental thereto) caused to the Fund or suffered by the Fund by any act or omission involving negligence, fraud, bad faith, willful default, a material breach of this Agreement or reckless disregard of its duties under this Agreement on the Fund's lack part of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund or its officers, employees, or agents prior to the effective date of this AgreementNorthern. (d) The Administrator shall indemnify Fund hereby acknowledges and hold accepts that in respect of any use of internet or other electronic mail by Northern and the Fund harmless (including any agents and appointees of the Fund and other persons authorised by the Fund (“Agents”)) for the purpose of providing or receiving notices, information and any such other communications as shall be agreed between Northern and the Fund from and against any and all lossestime to time (“Communication”), damagesin the absence of negligence, costsfraud, chargesbad faith, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms breach of this Agreement, the reckless disregard of its obligations under this Agreement or wilful default on the part of Northern, Northern shall not be liable, and the Fund agrees to indemnify and keep indemnified Northern for any loss, cost, expense or damage suffered or incurred by Northern as a direct result of, or in connection with, any Communication sent by Northern to the Fund and/or its Agents or received by Northern from the Fund and/or its Agents which has (i) not been received or which has been corrupted, interrupted, intercepted or altered; or (ii) has been disseminated (in full or in part) by the Administrator's Fund and/or its Agents or any third party or for any unauthorised use or any other failure whatsoever of, or relating to, any Communication. (e) Without prejudice to Northern’s standard of care and skill required of a prudent administrator and duties and obligations under this Agreement or any act or omission involving negligence, fraud, bad faith, wilful default, a material breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance this Agreement or reckless disregard of its duties hereunderunder this Agreement, in calculating the net asset value, Northern shall not be liable for any loss suffered by the Fund by reason of any error resulting from any inaccuracy in the information provided by any pricing service, provided however that if Northern is aware of another price or methodology in respect of the relevant Investment being available to it through its normal pricing processes then Northern shall consider whether to challenge and/or seek to validate the price or methodology provided against such other price or methodology and provided further that Northern shall use its reasonable care and skill when applying the valuation procedures approved by the Board of Trustees of the Trust (the “Pricing Procedures”) and any other methodology supplied by the Trust. (f) Except as set out in this Agreement, each party shall, as far as permitted under applicable laws and regulations, have no liability to each other, unless there is negligence, fraud, bad faith, willful default, or reckless disregard by such Party of its duties under this Agreement, for any losses to the extent that the other party could have reduced or avoided such losses by exercising reasonable care and diligence in seeking to mitigate such losses. (g) For the avoidance of any doubt it is hereby agreed and declared that reference to Northern or the Fund in this clause shall be deemed to include references to the officers, employees, agents and delegates of Northern or the Fund, as the case may be. (h) Any indemnity expressly given to any Party in this Agreement is in addition to and without prejudice to any indemnity allowed by law and shall survive termination of this Agreement.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from IMIT or the Fund Portfolio and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundPortfolio, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the FundPortfolio, shall be deemed when rendering services to the Fund Portfolio or acting on any business of the Fund Portfolio (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund Portfolio and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Administrator shall not be responsible for, and the Fund IMIT shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, arising out of or attributable to: (i) All actions of the Administrator or its officers, employers or agents required to be taken pursuant to this Agreement; (ii) The reliance on or use by the Administrator or of its officers, employers or agents of information, records, or documents which are received by the Administrator or its officers, employers or agents and furnished to it or them by or on behalf of the FundIMIT, and which have been prepared or maintained by the Fund IMIT or its officers, employees or agents; (iiiii) The FundIMIT's refusal or failure to comply with the terms of this Agreement or the FundIMIT's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iviii) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the FundIMIT, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (viv) The offer or sale of shares by the Fund IMIT in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund IMIT or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund IMIT harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Chase shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator UAMFSI represents and warrants that Chase shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from UAMFSI and the Fund Trust and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator Chase reasonably believes to be genuine, valid and authorized, and that Chase shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by UAMFSI and/or the Trust, as necessary or appropriate. Also, Chase shall be entitled to rely on any financial, regulatory, tax or other records or information provided by the Trust or third parties prior to the date of this Agreement without verification by Chase. (b) Subject to the foregoing, the Administrator Chase shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundTrust or UAMFSI, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorChase's part in the performance of its duties or from reckless disregard by the Administrator Chase of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorChase, who may be or become an officer, director, partner, employee or agent of the FundTrust, shall be deemed when rendering services to the Fund Trust or acting on any business of the Fund Trust (other than services or business in connection with the AdministratorChase's duties hereunder) to be rendering such services to or acting solely for the Fund Trust and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Chase even though paid by the AdministratorChase. In no event shall the Administrator Chase be liable to the Fund Trust, UAMFSI or any other party for special special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Administrator Chase has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) The Administrator Subject to Paragraph 7 (b) above, Chase shall not be responsible for, and the Fund UAMFSI shall indemnify and hold the Administrator Chase harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator Chase or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator Chase or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Chase or its officers, employers officers or agents and furnished to it or them by or on behalf of UAMFSI and/or the FundTrust, and which have been prepared or maintained by UAMFSI and/or the Fund Trust or its officersany third party on behalf of UAMFSI and/or the Trust; including but not limited to any information, employees records, or agentsaccounts which were prepared or maintained by any parties prior to March 2, 1998; (iii) The FundUAMFSI's refusal or failure to comply with the terms of this Agreement or the FundUAMFSI's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The the breach of any representation or warranty of UAMFSI hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator Chase on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.;

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated obligated, as applicable, to exercise the due care and diligence of a mutual fund accounting agent and administrator, and in all events to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund Company and its custodiansCustodian, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. The Administrator shall also be entitled to rely on the advice and opinions of outside legal counsel retained by the Company, as necessary or appropriate. (b) Subject to the foregoing, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundCompany, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any personofficer, even though director, partner, employee or agent of the Company who is also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the Fund, Administrator shall be deemed when to be rendering services to the Fund or acting on any business of solely for the Fund (other than Company, except when rendering services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Subject to Paragraph 7(b) above, the Administrator shall not be responsible for, and the Fund MAS shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator or its officers, employers officers or agents of information, records, records or documents which are received by the Administrator or its officers, employers officers or agents and furnished to it or them by or on behalf of MAS or the FundCompany, and which have been prepared or maintained by the Fund Company, MAS or its officers, employees any other third party on behalf of MAS or agentsthe Company; (iii) The FundMAS's refusal or failure to comply with the terms of this Agreement or the FundMAS's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions breach of any person acting on behalf representation or warranty of a shareholder or shareholder account for which telephone or other electronic services have been authorizedMAS hereunder; andor (v) The the offer or sale of shares by the Fund Company and/or its distributor (a) in violation of any requirement under the Federal federal securities laws or regulations or the securities laws or regulations of any state, or (b) in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund Company or its officersdistributor or existing or arising out of activities, employees, actions or agents omissions by or on behalf of the Company prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund MAS harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability liabilities arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; , the Administrator's breach of any representation or warranty made by it herein; , or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderduties.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator U.S. Trust shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator U.S. Trust shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from the Fund Company and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator U.S. Trust reasonably believes to be genuine, valid and authorized. U.S. Trust shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Company, as necessary or appropriate. (b) Subject to the foregoingExcept as provided herein, the Administrator U.S. Trust shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundCompany, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorU.S. Trust's part in the performance of its duties or from reckless disregard by the Administrator U.S. Trust of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorU.S. Trust, who may be or become an officer, director, partner, employee or agent of the FundCompany, shall be deemed when rendering services to the Fund Company in that capacity or acting on any business of the Fund Company in that capacity (other than services or business in connection with the AdministratorU.S. Trust's duties hereunder) to be rendering such services to or acting solely for the Fund Company and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator U.S. Trust even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionU.S. Trust. (c) The Administrator Subject to Paragraphs 7(b) and (d), U.S. Trust shall not be responsible for, and the Fund Company shall indemnify and hold the Administrator U.S. Trust harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator U.S. Trust or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator U.S. Trust or its officers, employers officers or agents of information, records, or documents which are received by the Administrator U.S. Trust or its officers, employers officers or agents and furnished to it or them by or on behalf of the FundCompany, and which have been prepared or maintained by the Fund Company or any third party on behalf of the Company other than U.S. Trust or any of its officers, employees or agentsaffiliates; (iii) The Fundthe Company's refusal or failure to comply with the terms of this Agreement or the FundCompany's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; ; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's material breach of any representation or warranty made by it herein; or of the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties Company hereunder.;

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Service Provider shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator UAMFSI represents and warrants that Service Provider shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from UAMFSI and the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator Service Provider reasonably believes to be genuine, valid and authorized, and that Service Provider shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by UAMFSI and/or the Fund, as necessary or appropriate. (b) Subject to the foregoing, the Administrator Service Provider shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundFund or UAMFSI, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorService Provider's part in the performance of its duties or from reckless disregard by the Administrator Service Provider of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorService Provider, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the AdministratorService Provider's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Service Provider even though paid by the AdministratorService Provider. In no event shall the Administrator Service Provider be liable to the Fund Fund, UAMFSI or any other party for special special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Administrator Service Provider has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) The Administrator Subject to Paragraph 7 (b) above, Service Provider shall not be responsible for, and the Fund UAMFSI shall indemnify and hold the Administrator Service Provider harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: : (i) All all actions of the Administrator Service Provider or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The reliance on or use by the Administrator or its officers, employers or agents of information, records, or documents which are received by the Administrator or its officers, employers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or its officers, employees or agents; (iii) The Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Sub-Transfer Agent shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator Sub-Transfer Agent shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from the Fund Company and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator Sub-Transfer Agent reasonably believes to be genuine, valid and authorized. Sub-Transfer Agent shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Company, as necessary or appropriate. (b) Subject to the foregoing, the Administrator Sub-Transfer Agent shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundCompany or U.S. Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorSub-Transfer Agent's part in the performance of its duties or from reckless disregard by the Administrator Sub-Transfer Agent of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorSub-Transfer Agent, who may be or become an officer, director, partner, employee or agent of the FundCompany, shall be deemed when rendering services to the Fund Company in that capacity or acting on any business of the Fund Company in that capacity (other than services or business in connection with the AdministratorSub-Transfer Agent's duties hereunder) to be rendering such services to or acting solely for the Fund Company and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Sub-Transfer Agent even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionSub-Transfer Agent. (c) The Administrator Subject to Paragraphs 7(b) and (d), Sub-Transfer Agent shall not be responsible for, and the Fund U.S. Trust shall indemnify and hold the Administrator Sub-Transfer Agent harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator Sub-Transfer Agent or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator Sub-Transfer Agent or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Sub-Transfer Agent or its officers, employers officers or agents and furnished to it or them by or on behalf of the FundCompany, and which have been prepared or maintained by the Fund Company or any third party on behalf of the Company other than Sub-Transfer Agent or any of its officers, employees or agentsaffiliates; (iii) The FundU.S. Trust's refusal or failure to comply with the terms of this Agreement or the FundU.S. Trust's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The the material breach of any representation or warranty of U.S. Trust hereunder; (v) the legal taping or other form of legal recording of telephone conversations or other legal forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator Sub-Transfer Agent or its officers or agents on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and; (vvi) The the reliance on or the carrying out by Sub-Transfer Agent or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of U.S. Trust or the Company or recognition by Sub-Transfer Agent or its officers or agents of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Company and the proper countersignature of any transfer agent or registrar of the Company; (vii) any delays, inaccuracies, errors in or omissions from data provided to Sub-Transfer Agent or its officers or agents by data and pricing services; (viii) the offer or sale of shares by the Fund Company in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund Company or its officers, employeesother service providers and agents other than Sub-Transfer Agent or its officers or agents or any of their affiliates, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Company other than by Sub-Transfer Agent or its officers or agents or any of their affiliates prior to the effective date of this Agreement; (ix) any failure of the Company's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus, unless such failure, misstatement or omission relates to, results from or otherwise arises in connection with, actions, inactions and/or information provided by Sub-Transfer Agent or its officers or agents; (x) the actions taken by the Company, its investment adviser, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable Notwithstanding anything herein to the Administrator's refusal or failure contrary, U.S. Trust shall be as fully responsible to comply with the terms of this Agreement; Company for the Administrator's breach acts and omissions of any representation or warranty made by it herein; or the Administrator's lack of good faith, or sub-transfer agent as U.S. Trust is for its own acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderand omissions.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Transfer Agent shall be obligated to exercise due care and diligence diligence, and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator Transfer Agent shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator Transfer Agent reasonably believes to be genuine, valid and authorized. The Transfer Agent shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Fund, as necessary or appropriate. (b) Subject to the foregoing, the Administrator The Transfer Agent shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from willful misfeasance, bad faith or gross negligence on of the AdministratorTransfer Agent's part in the performance of its duties or from reckless disregard by the Administrator Transfer Agent of its obligations and duties under this Agreement. The Transfer Agent's liability under this Agreement for any cause whatsoever shall be limited to the total amount of fees paid to the Transfer Agent under this Agreement for the prior year. Any person, even though also an officer, director, partner, employee or agent of the AdministratorTransfer Agent, who may be or become an officer, director, partner, employee employee, or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the AdministratorTransfer Agent's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Transfer Agent even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionTransfer Agent. (c) The Administrator Subject to Paragraph 7(b) above, the Transfer Agent shall not be responsible for, and the Fund shall indemnify and hold the Administrator Transfer Agent harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator Transfer Agent or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator Transfer Agent or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Transfer Agent or its officers, employers officers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or its officers, employees or agentsany third party on behalf of the Fund; (iii) The the Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The the breach of any representation or warranty of the Fund hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator Transfer Agent on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and; (vvi) The the reliance on or the carrying out by the Transfer Agent or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Fund or recognition by the Transfer Agent of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Fund and the proper countersignature of any transfer agent or registrar of the Fund; (vii) any delays, inaccuracies, errors in or omissions from data provided to the Transfer Agent by data and pricing services; (viii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities Securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund's distributor or existing or arising out of activities, actions or omissions by or on behalf of the Fund or its officers, employees, or agents prior to the effective date of this Agreement.; and (dix) The Administrator shall indemnify the compliance by the Fund, its investment adviser, and hold the Fund harmless from its distributor with applicable securities, tax, commodities and against any other laws, rules and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderregulations.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Service Provider shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator UAMFSI represents and warrants that Service Provider shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from UAMFSI and the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator Service Provider reasonably believes to be genuine, valid and authorized, and that Service Provider shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by UAMFSI and/or the Fund, as necessary or appropriate. (b) Subject to the foregoing, the Administrator Service Provider shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundFund or UAMFSI, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorService Provider's part in the performance of its duties or from reckless disregard by the Administrator Service Provider of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorService Provider, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the AdministratorService Provider's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Service Provider even though paid by the AdministratorService Provider. In no event shall the Administrator Service Provider be liable to the Fund Fund, UAMFSI or any other party for special special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) ), even if the Administrator Service Provider has been advised of the likelihood of such loss or damage and regardless of the form of action. (c) The Administrator Subject to Paragraph 7 (b) above, Service Provider shall not be responsible for, and the Fund UAMFSI shall indemnify and hold the Administrator Service Provider harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: : (i) All all actions of the Administrator Service Provider or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator Service Provider or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Service Provider or its officers, employers officers or agents and furnished to it or them by or on behalf of UAMFSI and/or the Fund, and which have been prepared or maintained by UAMFSI and/or the Fund or its officers, employees or agentsany third party on behalf of UAMFSI and/or the Fund; (iii) The FundUAMFSI's refusal or failure to comply with the terms of this Agreement or the FundUAMFSI's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions breach of any person acting on behalf representation or warranty of a shareholder or shareholder account for which telephone or other electronic services have been authorized; andUAMFSI hereunder; (v) The any delays, inaccuracies, errors in or omissions from data provided to Service Provider by data and pricing services; (vi) the reliance on or the carrying out by Service Provider or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Fund or UAMFSI; (vii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund or its officers, employeesother service providers and agents, or agents (2) existing or arising out of activities, actions or omissions by or on behalf of the Fund prior to the effective date of this Agreement.; (dviii) The Administrator shall indemnify and hold any failure of the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the AdministratorFund's refusal or failure registration statement to comply with the terms 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of this Agreementa material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus; and (ix) the Administrator's breach of any representation or warranty made actions taken by it herein; UAMFSI, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderfailure to so comply.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In The duties, rights and responsibilities of the Trustees shall be as provided by this Trust Agreement and the Delaware Statutory Trust Act and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of its any of their duties hereunder, or in the Administrator exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be obligated subject to exercise due care the provisions of this Section 8.1. No Trustee shall be liable hereunder except for its own gross negligence or willful misconduct; provided, however, to the extent required by the Trust Indenture Act, nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own failure to act, or its own willful misconduct. To the extent that, at law or in equity, a Trustee has duties (including fiduciary duties) and diligence and liabilities relating thereto to act in the Trust or to the Securityholders, such Trustee shall not be liable to the Trust or to any Securityholder for such Trustee’s good faith in performing reliance on the services provided for under provisions of this Trust Agreement. In performing its services hereunderThe provisions of this Trust Agreement, to the Administrator shall be entitled extent that they restrict the duties and liabilities of a Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to rely on any oral or written instructions, notices or replace such other communications from the Fund duties and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorizedliabilities of such Trustee. (b) Subject All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the Trust Property and the revenue and proceeds from the Trust Property and only to the foregoingextent that there shall be sufficient amounts to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Securityholder, by its acceptance of a Trust Security, agrees that it will look solely to the Administrator Trust Property and the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Trustees are not personally liable to it for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This Section 8.1(b) does not limit the liability of the Trustees expressly set forth elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture Act. (c) No provision of this Trust Agreement shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) the Property Trustee shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered made in good faith by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent authorized officer of the AdministratorProperty Trustee, who may be or become an officer, director, partner, employee or agent of the Fund, unless it shall be deemed when rendering services to proved that the Fund or acting on any business of Property Trustee was negligent in ascertaining the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Administrator shall not be responsible for, and the Fund shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, arising out of or attributable to: (i) All actions of the Administrator or its officers, employers or agents required to be taken pursuant to this Agreementpertinent facts; (ii) The reliance the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in Liquidation Amount of the Preferred Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement; (iii) the Property Trustee’s sole duty with respect to the custody, safe keeping and physical preservation of the Notes and the Payment Account shall be to deal with such Property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on or use liability afforded to the Property Trustee under this Trust Agreement and the Trust Indenture Act; (iv) the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Depositor. Money held by the Administrator Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law; and (v) the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or its officersthe Depositor with their respective duties under this Trust Agreement, employers nor shall the Property Trustee be liable for the default or agents misconduct of the Administrative Trustees or the Depositor. (d) No Trustee shall be liable, responsible or accountable in damages or otherwise to the Trust, any of the Trust’s Affiliates or any Securityholder for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Trustee in good faith on behalf of the Trust and in a manner such Trustee reasonably believed to be within the scope of the authority conferred on such Trustee by this Agreement or by law, except that a Trustee shall be liable for any such loss, damage or claim incurred by reason of such Trustee’s gross negligence or willful misconduct with respect to such acts or omissions. A Trustee shall be fully protected in relying in good faith upon the records of the Trust and upon such information, recordsopinions, reports or documents which statements presented to the Trust by any Person as to matters the Trustee reasonably believes are received by the Administrator within such other Person’s professional or its officers, employers or agents expert competence and furnished to it or them who has been selected with reasonable care by or on behalf of the FundTrust, including information, opinions, reports or statements as to the value and which have been prepared or maintained by amount of the Fund or its officersassets, employees or agents; (iii) The Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faithliabilities, profits, losses, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or any other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect facts pertinent to the offer or sale existence and amount of such shares in such state resulting assets from activities, actions, or omissions by the Fund or its officers, employees, or agents prior which Distributions to the effective date of this AgreementSecurityholders might properly be paid. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated to exercise the due care and diligence of a mutual fund accounting and pricing service agent and blue sky administrator, and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator shall not be liable for any error of judgment judgement or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Subject to Paragraph 7(b) above, the Administrator shall not be responsible for, and MSAM and the Fund shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator or its officers, employers officers or agents of information, records, or documents which are received by the Administrator or its officers, employers officers or agents and furnished to it or them by or on behalf of MSAM or the Fund, and which have been prepared or maintained by the Fund Fund, MSAM or its officers, employees any other third party on behalf of MSAM or agentsthe Fund; (iii) The MSAM's or the Fund's refusal or failure to comply with the terms of this Agreement or MSAM's or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasancemalfeasance; (iv) The the breach of any representation or warranty of MSAM hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; (vi) the reliance on or the carrying out by the Administrator or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Fund; and (vvii) The the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund's distributor or existing or arising out of activities, actions or omissions by or on behalf of the Fund or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold MSAM or the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross new negligence, willful misfeasance or reckless disregard of its duties hereunderduties.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In The duties, rights and responsibilities of the Trustees shall be as provided by this Trust Agreement and the Delaware Statutory Trust Act and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of its any of their duties hereunder, or in the Administrator exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to them. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be obligated subject to exercise due care the provisions of this Section 8. 1. No Trustee shall be liable hereunder except for its own gross negligence or willful misconduct; provided, however, to the extent required by the Trust Indenture Act, nothing in this Trust Agreement shall be construed to release the Property Trustee from liability for its own negligent action, its own failure to act, or its own willful misconduct. To the extent that, at law or in equity, a Trustee has duties (including fiduciary duties) and diligence and liabilities relating thereto to act in the Trust or to the Securityholders, such Trustee shall not be liable to the Trust or to any Securityholder for such Trustee's good faith in performing reliance on the services provided for under provisions of this Trust Agreement. In performing its services hereunderThe provisions of this Trust Agreement, to the Administrator shall be entitled extent that they restrict the duties and liabilities of a Trustee otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to rely on any oral or written instructions, notices or replace such other communications from the Fund duties and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorizedliabilities of such Trustee. (b) Subject All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and only to the foregoingextent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Securityholder, by its acceptance of a Trust Security, agrees that it will look solely to the Administrator revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Trustees are not personally liable to it for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This Section 8.1(b) does not limit the liability of the Trustees expressly set forth elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture Act. (c) No provision of this Trust Agreement shall be construed to relieve the Property Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) the Property Trustee shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered made in good faith by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent authorized officer of the AdministratorProperty Trustee, who may be or become an officer, director, partner, employee or agent of the Fund, unless it shall be deemed when rendering services to proved that the Fund or acting on any business of Property Trustee was negligent in ascertaining the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Administrator shall not be responsible for, and the Fund shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, arising out of or attributable to: (i) All actions of the Administrator or its officers, employers or agents required to be taken pursuant to this Agreementpertinent facts; (ii) The reliance the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in Liquidation Amount of the Trust Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement; (iii) the Property Trustee's sole duty with respect to the custody, safe keeping and physical preservation of the Debentures and the Payment Account shall be to deal with such Property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on or use liability afforded to the Property Trustee under this Trust Agreement and the Trust Indenture Act; (iv) the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Depositor. Money held by the Administrator Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law; and (v) the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or its officersthe Depositor with their respective duties under this Trust Agreement, employers nor shall the Property Trustee be liable for the default or agents misconduct of the Administrative Trustees or the Depositor. (d) No Trustee (each an "Indemnified Person") shall be liable, responsible or accountable in damages or otherwise to the Trust, any of the Trust's Affiliates or any Securityholder for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably believed to be within the scope of the authority conferred on such Indemnified Person by this Agreement or by law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person's gross negligence or willful misconduct with respect to such acts or omissions. An Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust and upon such information, recordsopinions, reports or documents which statements presented to the Trust by any Person as to matters the Indemnified Person reasonably believes are received by the Administrator within such other Person's professional or its officers, employers or agents expert competence and furnished to it or them who has been selected with reasonable care by or on behalf of the FundTrust, including information, opinions, reports or statements as to the value and which have been prepared or maintained by amount of the Fund or its officersassets, employees or agents; (iii) The Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faithliabilities, profits, losses, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or any other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect facts pertinent to the offer or sale existence and amount of such shares in such state resulting assets from activities, actions, or omissions by the Fund or its officers, employees, or agents prior which Distributions to the effective date of this AgreementSecurityholders might properly be paid. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Sub-Transfer Agent shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator Sub-Transfer Agent shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from the Fund Company and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator Sub-Transfer Agent reasonably believes to be genuine, valid and authorized. Sub-Transfer Agent shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Company, as necessary or appropriate. (b) Subject to the foregoing, the Administrator Sub-Transfer Agent shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundCompany or U.S. Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorSub-Transfer Agent's part in the performance of its duties or from reckless disregard by the Administrator Sub-Transfer Agent of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorSub-Transfer Agent, who may be or become an officer, director, partner, employee or agent of the FundCompany, shall be deemed when rendering services to the Fund Company in that capacity or acting on any business of the Fund Company in that capacity (other than services or business in connection with the AdministratorSub- Transfer Agent's duties hereunder) to be rendering such services to or acting solely for the Fund Company and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Sub-Transfer Agent even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionSub-Transfer Agent. (c) The Administrator Subject to Paragraphs 7(b) and (d), Sub-Transfer Agent shall not be responsible for, and the Fund U.S. Trust shall indemnify and hold the Administrator Sub-Transfer Agent harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator Sub-Transfer Agent or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator Sub-Transfer Agent or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Sub-Transfer Agent or its officers, employers officers or agents and furnished to it or them by or on behalf of the FundCompany, and which have been prepared or maintained by the Fund Company or any third party on behalf of the Company other than Sub-Transfer Agent or any of its officers, employees or agentsaffiliates; (iii) The FundU.S. Trust's refusal or failure to comply with the terms of this Agreement or the FundU.S. Trust's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The the material breach of any representation or warranty of U.S. Trust hereunder; (v) the legal taping or other form of legal recording of telephone conversations or other legal forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator Sub-Transfer Agent or its officers or agents on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and; (vvi) The the reliance on or the carrying out by Sub-Transfer Agent or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of U.S. Trust or the Company or recognition by Sub- Transfer Agent or its officers or agents of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Company and the proper countersignature of any transfer agent or registrar of the Company; (vii) any delays, inaccuracies, errors in or omissions from data provided to Sub-Transfer Agent or its officers or agents by data and pricing services; (viii) the offer or sale of shares by the Fund Company in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Fund Company or its officers, employeesother service providers and agents other than Sub-Transfer Agent or its officers or agents or any of their affiliates, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Company other than by Sub-Transfer Agent or its officers or agents or any of their affiliates prior to the effective date of this Agreement; (ix) any failure of the Company's registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Fund's prospectus, unless such failure, misstatement or omission relates to, results from or otherwise arises in connection with, actions, inactions and/or information provided by Sub-Transfer Agent or its officers or agents; and (x) the actions taken by the Company, its investment adviser, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable Notwithstanding anything herein to the Administrator's refusal or failure contrary, U.S. Trust shall be as fully responsible to comply with the terms of this Agreement; Company for the Administrator's breach acts and omissions of any representation or warranty made by it herein; or the Administrator's lack of good faith, or sub-transfer agent as U.S. Trust is for its own acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderand omissions.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator Transfer Agent shall be obligated to exercise due care and diligence diligence, and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator Transfer Agent shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator Transfer Agent reasonably believes to be genuine, valid and authorized. The Transfer Agent shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Fund, as necessary or appropriate. (b) Subject to the foregoing, the Administrator The Transfer Agent shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense solely caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorTransfer Agent's part in the performance of its duties or from reckless disregard by the Administrator Transfer Agent of its obligations and duties under this Agreement. The Transfer Agent's liability under this Agreement for any cause whatsoever shall be limited to the total amount of fees paid to the Transfer Agent under this Agreement for the prior year. Any person, even though also an officer, director, partner, employee or agent of the AdministratorTransfer Agent, who may be or become an officer, director, partner, employee employee, or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the AdministratorTransfer Agent's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator Transfer Agent even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionTransfer Agent. (c) The Administrator Subject to Paragraph 7(b) above, the Transfer Agent shall not be responsible for, and the Fund shall indemnify and hold the Administrator Transfer Agent harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator Transfer Agent or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator Transfer Agent or its officers, employers officers or agents of information, records, or documents which are received by the Administrator Transfer Agent or its officers, employers officers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or its officers, employees or agentsany third party on behalf of the Fund; (iii) The the Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The the breach of any representation or warranty of the Fund hereunder; (v) the taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator Transfer Agent on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and; (vvi) The the reliance on or the carrying out by the Transfer Agent or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Fund or recognition by the Transfer Agent of any share certificates which are reasonably believed to bear the proper signatures of the officers of the Fund and the proper countersignature of any transfer agent or registrar of the Fund; (vii) any delays, inaccuracies, errors in or omissions from data provided to the Transfer Agent by data and pricing services; (viii) the offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund's distributor or existing or arising out of activities, actions or omissions by or on behalf of the Fund or its officers, employees, or agents prior to the effective date of this Agreement.; and (dix) The Administrator shall indemnify the compliance by the Fund, its investment adviser, and hold the Fund harmless from its distributor with applicable securities, tax, commodities and against any other laws, rules and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderregulations.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator U.S. Trust shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator U.S. Trust shall be entitled to rely on any oral or written instructions, notices or other communications communications, including electronic transmissions, from the Fund Company and its custodians, officers and directors, investors, agents, legal counsel agents and other service providers which communications the Administrator U.S. Trust reasonably believes to be genuine, valid and authorized. U.S. Trust shall also be entitled to consult with and rely on the advice and opinions of outside legal counsel retained by the Company, as necessary or appropriate. (b) Subject to the foregoingExcept as provided herein, the Administrator U.S. Trust shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the FundCompany, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from willful misfeasance, bad faith or gross negligence on the AdministratorU.S. Trust's part in the performance of its duties or from reckless disregard by the Administrator U.S. Trust of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the AdministratorU.S. Trust, who may be or become an officer, director, partner, employee or agent of the FundCompany, shall be deemed when rendering services to the Fund Company in that capacity or acting on any business of the Fund Company in that capacity (other than services or business in connection with the AdministratorU.S. Trust's duties hereunder) to be rendering such services to or acting solely for the Fund Company and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator U.S. Trust even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionU.S. Trust. (c) The Administrator Subject to Paragraphs 7(b) and (d), U.S. Trust shall not be responsible for, and the Fund Company shall indemnify and hold the Administrator U.S. Trust harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: : (i) All all actions of the Administrator U.S. Trust or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The reliance on or use by the Administrator or its officers, employers or agents of information, records, or documents which are received by the Administrator or its officers, employers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or its officers, employees or agents; (iii) The Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Administrator shall not be responsible for, and the Fund shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, arising out of or attributable to: (i) All actions of the Administrator or its officers, employers or agents required to be taken pursuant to this Agreement; (ii) The reliance on or use by the Administrator or its officers, employers or agents of information, records, or documents which are received by the Administrator or its officers, employers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or its officers, employees or agents; (iii) The Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, in accordance with applicable law, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account reasonably believed to be genuine for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated to exercise the due care and diligence of a mutual fund accounting agent, administrator and to blue sky administrator, and shall act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund Trust and its custodians, officers and directorsTrustees, investors, agents, legal counsel agents and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator shall not be liable for any error of judgment judgement or mistake of law or for any loss or expense suffered by the FundTrust, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the FundTrust, shall be deemed when rendering services to the Fund Funds or acting on any business of the Fund Trust (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund Trust and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event As used in this Paragraph 7, the term "Administrator" shall include Signature Broker-Dealer Services, Inc. and/or any of its affiliates, and the Administrator be liable to the Fund or any other party for special or consequential loss or damage Directors, officers and employees of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of actionSignature Broker-Dealer Services, Inc. and/or its affiliates. (c) The Subject to Paragraph 7 (b) above, the Administrator shall not be responsible for, and the Fund Trust shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, liabilities arising out of or attributable to: (i) All all actions of the Administrator or its officers, employers officers or agents required to be taken pursuant to this Agreement; (ii) The the reliance on or use by the Administrator or its officers, employers officers or agents of information, records, or documents which are received by the Administrator or its officers, employers officers or agents and furnished to it or them by or on behalf of the FundTrust, and which have been prepared or maintained by the Fund Trust, or its officers, employees or agentsany other third party on behalf of the Trust; (iii) The Fundthe Trust's refusal or failure to comply with the terms of this Agreement or the FundTrust's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping the breach of any representation or other form of recording of telephone conversations or other forms of electronic communications with other agents warranty of the Fund, its investors and shareholders, Trust hereunder; (v) the reliance on or reliance the carrying out by the Administrator on telephone or other electronic instructions its officers or agents of any person acting on behalf of a shareholder proper instructions or shareholder account for which telephone or other electronic services have been requests reasonably believed to be duly authorized; and (vvi) The the offer or sale of shares by the Fund Funds in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by or on behalf of the Fund or its officers, employees, or agents prior to the effective date of this AgreementTrust. (d) The Administrator shall indemnify and hold the Fund Trust harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunderduties.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, . legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, . except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, . employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Administrator shall not be responsible for, and the Fund shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, arising out of or attributable to: (i) All actions of the Administrator or its officers, employers or agents required to be taken pursuant to this Agreement; (ii) The reliance on or use by the Administrator or its officers, employers or agents of information, records, or documents which are received by the Administrator or its officers, employers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or its officers, employees employees, or agents; (iii) The Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, in accordance with applicable laws, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account reasonably believed to be genuine for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund or its officers, employees, employees or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In the performance of its duties hereunder, the Administrator shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing its services hereunder, the Administrator shall be entitled to rely on any oral or written instructions, notices or other communications from the Fund and its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications the Administrator reasonably believes to be genuine, valid and authorized. (b) Subject to the foregoing, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, . director, partner, employee or agent of the Administrator, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Administrator shall not be responsible for, and the Fund shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, arising out of or attributable to: (i) All actions of the Administrator or its officers, employers or agents required to be taken pursuant to this Agreement; (ii) The reliance on or use by the Administrator or its officers, employers or agents of information, records, or documents which are received by the Administrator or its officers, employers or agents and furnished to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or its officers, employees or agents; (iii) The Fund's refusal or failure to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, in accordance with applicable law, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account reasonably believed to be genuine for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY. (a) In Northern shall not in the performance absence of some act (or omission) of negligence, fraud, bad faith, willful default, a material breach of this Agreement or reckless disregard of its duties hereunder, the Administrator shall be obligated to exercise due care and diligence and to act in good faith in performing the services provided for under this Agreement. In performing , be liable for (i) any loss, cost, expense or damage suffered by a Fund or otherwise arising directly or indirectly as a result of or in the course of discharge by Northern of its services hereunderduties hereunder or in connection with the subject matter of this Agreement and (ii) any direct loss or damage which may be sustained in the holding or sale of any securities, cash and all other assets of a Fund from time to time including any certificates or documents of or evidencing title thereto (each an “Investment”) in the Administrator shall be entitled to rely on any oral or written instructionsFund, notices or other communications and each Fund shall, separately and not jointly, indemnify and hold harmless and keep Northern indemnified against all actions, proceedings, claims and demands (including costs and expenses incidental thereto) resulting from the fact that Northern has acted hereunder in respect of that Fund and in accordance with proper instructions (as agreed by the Parties) or as authorised under this Agreement unless such actions, proceedings, claims or demands arose out of or relate to some act (or omission) of negligence, fraud, bad faith, willful default, a material breach of this Agreement or reckless disregard of its custodians, officers and directors, investors, agents, legal counsel and other service providers which communications duties under this Agreement on the Administrator reasonably believes to be genuine, valid and authorizedpart of Northern. (b) Subject Northern shall not be liable under this Agreement to the foregoingFunds for: (i) loss of profit or loss of opportunity (in either case other than claims to recover any reduction in the net asset value as a result of Northern’s negligence, bad faith, willful misconduct or fraud or arising from a material breach of this Agreement or the reckless disregard of its obligations and duties set out in this Agreement); (ii) loss of goodwill (other than claims relating to “goodwill” as an asset of a Fund); (iii) indirect, punitive or consequential losses (whether or not in the contemplation of the parties at the date of this Agreement); or (iv) losses arising from the insolvency or any similar event affecting any broker, dealer, bank or other agent engaged in connection with the provision of services to the Fund (other than Northern and its affiliates). For the avoidance of doubt and without limitation, losses, damages, costs and expenses incurred by a Fund in connection with an error in a Fund’s net asset value or a failure of Northern to transmit information or documents it is required to transmit under this Agreement and that arose out of some act (or omission) of negligence, of fraud, of bad faith, a willful default, a material breach of this Agreement or reckless disregard of its duties under this Agreement by Northern, shall not be considered indirect, punitive or consequential losses for purposes of this Agreement. (c) Northern shall indemnify and hold harmless and keep the Funds, indemnified against all actions, proceedings, claims and demands (including costs and expenses incidental thereto) caused to or brought or made against the Fund or suffered by any of them, arising out of any act or omission involving negligence, fraud, bad faith, willful default, a material breach of this Agreement or reckless disregard of its duties under this Agreement on the part of Northern. (d) The Funds hereby acknowledge and accept that in respect of any use of internet or other electronic mail by Northern and the Funds (including any agents and appointees of the Funds and other persons authorised by the Funds (“Agents”)) for the purpose of providing or receiving notices, information and any such other communications as shall be agreed between Northern and the Funds from time to time (“Communication”), in the absence of negligence, fraud, bad faith, breach of this Agreement, the Administrator reckless disregard of its obligations under this Agreement or wilful default on the part of Northern, Northern shall not be liable, and the Funds agree to indemnify and keep indemnified Northern for any loss, cost, expense or damage suffered or incurred by Northern as a direct result of, or in connection with, any Communication sent by Northern to the Fund and/or its Agents or received by Northern from the Fund and/or its Agents which has (i) not been received or which has been corrupted, interrupted, intercepted or altered; or (ii) has been disseminated (in full or in part) by the Funds and/or its Agents or any third party or for any unauthorised use or any other failure whatsoever of, or relating to, any Communication. (e) Without prejudice to Northern’s standard of care, the skill required of a prudent administrator, and Northern’s duties and obligations under this Agreement, and without limiting Northern’s liability for any act or omission involving negligence, fraud, bad faith, wilful default, a material breach of this Agreement or reckless disregard of its duties under this Agreement, in calculating the Funds’ net asset values, Northern shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund, in connection with the matters to which this Agreement relates, except for a loss or expense Funds by reason of any error resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part any inaccuracy in the performance information provided by any pricing service, provided however that if Northern is aware of its duties another price or from reckless disregard by the Administrator of its obligations and duties under this Agreement. Any person, even though also an officer, director, partner, employee or agent methodology in respect of the Administrator, who may be or become an officer, director, partner, employee or agent of the Fund, shall be deemed when rendering services to the Fund or acting on any business of the Fund (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for the Fund and not as an officer, director, partner, employee or agent or person under the control or direction of the Administrator even though paid by the Administrator. In no event shall the Administrator be liable to the Fund or any other party for special or consequential loss or damage of any kind whatsoever (including but not limited to lost profits) even if the Administrator has been advised of such loss or damage and regardless of the form of action. (c) The Administrator shall not be responsible for, and the Fund shall indemnify and hold the Administrator harmless from and against, any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, except for a loss or expense resulting from willful misfeasance, bad faith or gross negligence on the Administrator's part in the performance of its duties or from reckless disregard by the Administrator of its obligations and duties under this Agreement, arising out of or attributable to: (i) All actions of the Administrator or its officers, employers or agents required to be taken pursuant to this Agreement; (ii) The reliance on or use by the Administrator or its officers, employers or agents of information, records, or documents which are received by the Administrator or its officers, employers or agents and furnished relevant Investment being available to it or them by or on behalf of the Fund, and which have been prepared or maintained by the Fund or through its officers, employees or agents; (iii) The Fund's refusal or failure normal pricing processes then Northern shall consider whether to comply with the terms of this Agreement or the Fund's lack of good faith, or its actions, or lack thereof, involving gross negligence or willful misfeasance; (iv) The taping or other form of recording of telephone conversations or other forms of electronic communications with other agents of the Fund, its investors and shareholders, or reliance by the Administrator on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized; and (v) The offer or sale of shares by the Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state resulting from activities, actions, or omissions by the Fund or its officers, employees, or agents prior to the effective date of this Agreement. (d) The Administrator shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, reasonable attorneys' fees and expenses, payments, expenses and liability arising out of or attributable to the Administrator's refusal or failure to comply with the terms of this Agreement; the Administrator's breach of any representation or warranty made by it herein; or the Administrator's lack of good faith, or acts involving gross negligence, willful misfeasance or reckless disregard of its duties hereunder.challenge