Common use of Liabilities of the Administrator Clause in Contracts

Liabilities of the Administrator. A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligation or duties hereunder on the part of the Administrator, the Administrator shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Funds. B. Notwithstanding the foregoing, the Administrator agrees to reimburse the Trust for any and all costs, expenses, and counsel and trustees’ fees reasonably incurred by the Trust in the preparation, printing and distribution of proxy statements, amendments to its Registration Statement, holdings of meetings of its shareholders or trustees, the conduct of factual investigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the Trust incurs as the result of action or inaction of the Administrator or any of its affiliates or any of their officers, directors, employees or shareholders where the action or inaction necessitating such expenditures (i) is directly or indirectly related to any transactions or proposed transaction in the shares or control of the Administrator or its affiliates (or litigation related to any pending or proposed or future transaction in such shares or control) which shall have been undertaken without the prior, expressed approval of the Trust’s Board of Trustees; or, (ii) is within the control of the Administrator or any of its affiliates or any of their officers, trustees, employees or shareholders. The Administrator shall not be obligated, pursuant to the provisions of this Subsection 6(B), to reimburse the Trust for any expenditures related to the institution of an administrative proceeding or civil litigation by the Trust or a shareholder seeking to recover all or a portion of the proceeds derived by any shareholder of the Administrator or any of its affiliates from the sale of his shares of the Administrator, or similar matters. So long as this Agreement is in effect, the Administrator shall pay to the Trust the amount due for expenses subject to Subsection 6(B) of this Agreement within 30 days after a bill xx xtatement has been received by the Administrator therefore. This provision shall not be deemed to be a waiver of any claim the Trust may have or may assert against the Administrator or others for costs, expenses or damages heretofore incurred by the Trust or for costs, expenses or damages the Trust may hereafter incur which are not reimbursable to it hereunder. C. No provision of this Agreement shall be construed to protect any trustee or officer of the Trust, or director or officer of the Administrator, from liability in violation of Sections 17(h) and (i) of the 1940 Act.

Liabilities of the Administrator. A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligation or duties hereunder on the part of the Administrator, the Administrator shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Funds. B. Notwithstanding the foregoing, the Administrator agrees to reimburse the Trust for any and all costs, expenses, and counsel and trustees’ fees reasonably incurred by the Trust in the preparation, printing and distribution of proxy statements, amendments to its Registration Statement, holdings of meetings of its shareholders or trustees, the conduct of factual investigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the Trust incurs as the result of action or inaction of the Administrator or any of its affiliates or any of their officers, directors, employees or shareholders where the action or inaction necessitating such expenditures (i) is directly or indirectly related to any transactions or proposed transaction in the shares or control of the Administrator or its affiliates (or litigation related to any pending or proposed or future transaction in such shares or control) which shall have been undertaken without the prior, expressed approval of the Trust’s Board of Trustees; or, (ii) is within the control of the Administrator or any of its affiliates or any of their officers, trustees, employees or shareholders. The Administrator shall not be obligated, pursuant to the provisions of this Subsection 6(B), to reimburse the Trust for any expenditures related to the institution of an administrative proceeding or civil litigation by the Trust or a shareholder seeking to recover all or a portion of the proceeds derived by any shareholder of the Administrator or any of its affiliates from the sale of his shares of the Administrator, or similar matters. So long as this Agreement is in effect, the Administrator shall pay to the Trust the amount due for expenses subject to Subsection 6(B) of this Agreement within 30 days after a bill xx xtatement bxxx or statement has been received by the Administrator therefore. This provision shall not be deemed to be a waiver of any claim the Trust may have or may assert against the Administrator or others for costs, expenses or damages heretofore incurred by the Trust or for costs, expenses or damages the Trust may hereafter incur which are not reimbursable to it hereunder. C. No provision of this Agreement shall be construed to protect any trustee or officer of the Trust, or director or officer of the Administrator, from liability in violation of Sections 17(h) and (i) of the 1940 Act.

Liabilities of the Administrator. A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligation or duties hereunder on the part of the Administrator, the Administrator shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Funds. B. Notwithstanding the foregoing, the Administrator agrees to reimburse the Trust Fund for any and all costs, expenses, and counsel and trustees’ ' fees reasonably incurred by the Trust Fund in the preparation, printing and distribution of proxy statements, amendments to its Registration Statement, holdings of meetings of its shareholders or trustees, the conduct of factual investigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the Trust Fund incurs as the result of action or inaction of the Administrator or any of its affiliates or any of their officers, directors, employees or shareholders where the action or inaction necessitating such expenditures (i) is directly or indirectly related to any transactions or proposed transaction in the shares or control of the Administrator or its affiliates (or litigation related to any pending or proposed or future transaction in such shares or control) which shall have been undertaken without the prior, expressed approval of the Trust’s Fund's Board of Trustees; or, (ii) is within the control of the Administrator or any of its affiliates or any of their officers, trustees, employees or shareholders. The Administrator shall not be obligated, pursuant to the provisions of this Subsection 6(B), to reimburse the Trust Fund for any expenditures related to the institution of an administrative proceeding or civil litigation by the Trust Fund or a shareholder seeking to recover all or a portion of the proceeds derived by any shareholder of the Administrator or any of its affiliates from the sale of his shares of the Administrator, or similar matters. So long as this Agreement is in effect, the Administrator shall pay to the Trust Fund the amount due for expenses subject to Subsection 6(B) of this Agreement within 30 days after a bill xx xtatement or statement has been received recexxxx by the Administrator therefore. This provision shall not be deemed to be a waiver of any claim the Trust Fund may have or may assert against the Administrator or others for costs, expenses or damages heretofore incurred by the Trust Fund or for costs, expenses or damages the Trust Fund may hereafter incur which are not reimbursable to it hereunder. C. No provision of this Agreement shall be construed to protect any trustee or officer of the TrustFund, or director or officer of the Administrator, from liability in violation of Sections 17(h) and (i) of the 1940 Act.

Liabilities of the Administrator. A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligation or duties hereunder on the part of the Administrator, the Administrator shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Funds. B. Notwithstanding the foregoing, the Administrator agrees to reimburse the Trust Fund for any and all costs, expenses, and counsel and trustees’ fees reasonably incurred by the Trust Fund in the preparation, printing and distribution of proxy statements, amendments to its Registration Statement, holdings of meetings of its shareholders or trustees, the conduct of factual investigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the Trust Fund incurs as the result of action or inaction of the Administrator or any of its affiliates or any of their officers, directors, employees or shareholders where the action or inaction necessitating such expenditures (i) is directly or indirectly related to any transactions or proposed transaction in the shares or control of the Administrator or its affiliates (or litigation related to any pending or proposed or future transaction in such shares or control) which shall have been undertaken without the prior, expressed approval of the TrustFund’s Board of Trustees; or, (ii) is within the control of the Administrator or any of its affiliates or any of their officers, trustees, employees or shareholders. The Administrator shall not be obligated, pursuant to the provisions of this Subsection 6(B), to reimburse the Trust Fund for any expenditures related to the institution of an administrative proceeding or civil litigation by the Trust Fund or a shareholder seeking to recover all or a portion of the proceeds derived by any shareholder of the Administrator or any of its affiliates from the sale of his shares of the Administrator, or similar matters. So long as this Agreement is in effect, the Administrator shall pay to the Trust Fund the amount due for expenses subject to Subsection 6(B) of this Agreement within 30 days after a bill xx xtatement has been received by the Administrator therefore. This provision shall not be deemed to be a waiver of any claim the Trust Fund may have or may assert against the Administrator or others for costs, expenses or damages heretofore incurred by the Trust Fund or for costs, expenses or damages the Trust Fund may hereafter incur which are not reimbursable to it hereunder. C. No provision of this Agreement shall be construed to protect any trustee or officer of the TrustFund, or director or officer of the Administrator, from liability in violation of Sections 17(h) and (i) of the 1940 Act.

Liabilities of the Administrator. A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligation or duties hereunder on the part of the Administrator, the Administrator shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Funds. B. Notwithstanding the foregoing, the Administrator agrees to reimburse the Trust for any and all costs, expenses, and counsel and trustees’ ' fees reasonably incurred by the Trust in the preparation, printing and distribution of proxy statements, amendments to its Registration Statement, holdings of meetings of its shareholders or trustees, the conduct of factual investigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the Trust incurs as the result of action or inaction of the Administrator or any of its affiliates or any of their officers, directors, employees or shareholders where the action or inaction necessitating such expenditures (i) is directly or indirectly related to any transactions or proposed transaction in the shares or control of the Administrator or its affiliates (or litigation related to any pending or proposed or future transaction in such shares or control) which shall have been undertaken without the prior, expressed approval of the Trust’s 's Board of Trustees; or, (ii) is within the control of the Administrator or any of its affiliates or any of their officers, trustees, employees or shareholders. The Administrator shall not be obligated, pursuant to the provisions of this Subsection 6(B), to reimburse the Trust for any expenditures related to the institution of an administrative proceeding or civil litigation by the Trust or a shareholder seeking to recover all or a portion of the proceeds derived by any shareholder of the Administrator or any of its affiliates from the sale of his shares of the Administrator, or similar matters. So long as this Agreement is in effect, the Administrator shall pay to the Trust the amount due for expenses subject to Subsection 6(B) of this Agreement within 30 days after a bill xx xtatement or statement has been received bexx xeceived by the Administrator therefore. This provision shall not be deemed to be a waiver of any claim the Trust may have or may assert against the Administrator or others for costs, expenses or damages heretofore incurred by the Trust or for costs, expenses or damages the Trust may hereafter incur which are not reimbursable to it hereunder. C. No provision of this Agreement shall be construed to protect any trustee or officer of the Trust, or director or officer of the Administrator, from liability in violation of Sections 17(h) and (i) of the 1940 Act.

Liabilities of the Administrator. A. In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligation or duties hereunder on the part of the Administrator, the Administrator shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fundshereunder. B. Notwithstanding the foregoing, the Administrator agrees to reimburse the Trust Fund for any and all costs, expenses, and counsel and trustees’ ' fees reasonably incurred by the Trust Fund in the preparation, printing and distribution of proxy statements, amendments to its Registration Statement, holdings of meetings of its shareholders or trusteesTrustees, the conduct of factual investigationsfactualinvestigations, any legal or administrative proceedings (including any applications for exemptions or determinations by the Securities and Exchange Commission) which the Trust Fund incurs as the result of action or inaction of the Administrator or any of its affiliates or any of their oftheir officers, directors, employees or shareholders where the action or inaction necessitating such expenditures (i) is directly or indirectly related to any transactions or proposed transaction in the shares or control of the Administrator theAdministrator or its affiliates (or litigation related to any pending or proposed or future transaction in such shares or control) which shall have been undertaken without the prior, expressed approval of the Trust’s Board of Trustees); or, (ii) is within the control of the Administrator or any of its affiliates or any of their officers, trustees, employees or shareholders. The Administrator shall not be obligated, pursuant to the provisions of this Subsection 6(B), to reimburse the Trust Fund for any expenditures related to the institution of an administrative proceeding or civil litigation by the Trust or a shareholder seeking to recover all or a portion of the proceeds derived by any shareholder of the Administrator or any of its affiliates from the sale of his shares of the Administrator, or similar matters. So long as this Agreement is in effect, the Administrator shall pay to the Trust Fund the amount due for expenses subject to Subsection 6(B) of this Agreement within 30 days after a bill xx xtatement xxxx or statement has been received by the Administrator thereforetherefor. This provision shall not be deemed to be a waiver of any claim the Trust Fund may have or may assert against the Administrator or others for costs, expenses or damages heretofore incurred by the Trust Fund or for costs, expenses or damages the Trust Fund may hereafter incur which are not reimbursable to it hereunder. C. No provision of this Agreement shall be construed to protect any trustee Trustee or officer of the Trust, or director or officer of the Administrator, from liability in violation of Sections 17(h) and (i) of the 1940 ActInvestment Company Act of 1940.