Common use of Limitation of Liability and Indemnification Clause in Contracts

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, have no liability in respect of any loss, damage or expense suffered by any Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, willful misconduct or bad faith of the Administrator, its officers, employees or agents. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, for any liability or loss suffered by a Fund, including but not limited to, any liability relating to qualification of a Fund as a regulated investment company or any liability relating to each Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement regardless of the parties regardless form of whether such damages action and even if the same were foreseeable or whether either party or any entity had been advised of the possibility of such damagesforeseeable. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or rulingruling during such Liability Period, the Administrator’s liability under this Agreement shall be limited to such amount except as may be otherwise agreed upon from time to time between by the parties heretoin writing. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 615, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by unless such loss or resulting damage arises directly from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable by the Trust hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator's cumulative liability for each calendar year (a "Liability Period") with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fund’s the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 66 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, bad faith or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Company including, including but not limited to, any liability relating to qualification of a Fund the Company as a regulated investment company or any liability relating to each Fundthe Company’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 67, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Funds insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Fund the Funds by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for each Fundthe Funds. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator's cumulative liability for each calendar year (a "Liability Period") with respect to the Funds under this Agreement regardless of the form of action or legal theory shall be limited to the lesser of: (1) four (4) times its total annual compensation earned with respect to the Funds and fees payable hereunder during the preceding Compensation Period, as defined herein, or (2) $3,000,000, for any liability or loss suffered by a Fundthe Funds including, including but not limited to, any liability relating to qualification of a Fund the Funds as a regulated investment company or any liability relating to each Fund’s the Funds' compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any the Advisor or the Fund insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each the Advisor or the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator for each FundSub-Administrator hereunder. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Sub-Administrator, its officers, employees officers or agentsemployees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, for any liability or loss suffered by a Fund, including but not limited to, any liability relating to qualification of a Fund as a regulated investment company or any liability relating to each Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) under this Agreement regardless of the form of action or legal theory shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.total

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the bad faith, negligence, willful misconduct or bad faith reckless disregard of the duties and obligations of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damagesAgreement. In any event, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fund’s the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s 's liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent Except as may arise from the Administrator's bad faith, negligence, willful misconduct or reckless disregard of its duties and obligations under this Agreement, the Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, The Trust shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s 's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviserthe Trust, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence negligence, willful misconduct or willful misconductreckless disregard of their duties and obligations. The limitation Trust will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Trust elects to assume the defense of any such suit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Trust shall have specifically authorized the retaining of such counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any the Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each the Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for each the Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Fund under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundeach Fund including, including but not limited to, any liability relating to qualification of a the Fund as a regulated investment company or any liability relating to each the Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any unforeseeable special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever damages (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator's cumulative liability for each calendar year (a "Liability Period") with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to the greater of (i) three times its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, or (ii) One Million Dollars ($1,000,000) for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fund’s the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, have no liability in respect of any loss, damage or expense suffered by any Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, willful misconduct or bad faith negligence of the Administrator, Administrator its officers, officers or employees or agentsthe breach of any representation or warranty of the Administrator hereunder. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator's liability under this Agreement shall be limited to the greater of two times its total annual compensation earned and fees paid hereunder during the preceding twelve months or one hundred thousand dollars ($100,000) for any liability or loss suffered by a Fundthe Company including, including but not limited to, any liability relating to qualification of a Fund the Company as a regulated investment company or any liability relating to each Fund’s the Company's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent bad faith, not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each FundThe Administrator shall maintain a fully functional disaster recovery plan and procedures including provisions for emergency use of electronic data processing equipment, separatelywhich is commercially reasonable in light of the services provided. The Administrator shall, at no additional expense to the Company, take commercially reasonable steps to minimize service interruptions. The Administrator shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided it maintains such plan and procedures. The Company shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s 's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviserthe Company, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, gross negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, have no liability in respect of any loss, damage or expense suffered by any Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Fund under this Agreement, regardless of the form of action or legal theory, shall be limited to the total annual compensation earned by the Administrator with respect to the Fund and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Fund including, including but not limited to, any liability relating to qualification of a the Fund as a regulated investment company or any liability relating to each the Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Company including, including but not limited to, any liability relating to qualification of a Fund the Company as a regulated investment company or any liability relating to each Fundthe Company’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trusts insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund a Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundsuch Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligencebad faith, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period with respect to such Trust, as defined herein, for any liability or loss suffered by a Fundsuch Trust including, including but not limited to, any liability relating to qualification of a Fund such Trust’s operation as a regulated investment company commodity pool or any liability relating to each Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.any

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in good faith reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officersofficers or employees and any person or persons employed, employees associated, or agentscontracted by the Administrator as contemplated by the last paragraph of Section 6 of this Agreement. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed to by the parties in writing, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 67, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any a Fund or Portfolio insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each the Fund or Portfolio by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Fund and Portfolio. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Fund and Portfolio under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundeach Fund and Portfolio, including including, but not limited to, any liability relating to qualification of a Fund as a regulated investment company or any liability relating to each a Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any the Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each the Fund by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for each the Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent under this Agreement unless solely caused by or resulting from the bad faith, negligence, willful misconduct or bad faith reckless disregard of the duties and obligations under this Agreement of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive indirect or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, for any liability or loss suffered by a Fundthe Fund including, including but not limited to, any liability relating to qualification of a the Fund as a regulated investment company or any liability relating to each the Fund’s 's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s 's liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent Except as may arise from the Administrator's bad faith, negligence, willful misconduct or reckless disregard of its duties and obligations under this Agreement, the Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, nor shall any such failure or delay give the Fund the right to terminate this Agreement. Each Fund, separately, The Fund shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s 's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviserthe Fund, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence negligence, willful misconduct or willful misconductreckless disregard of its duties and obligations under this Agreement. The limitation Fund will be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Fund elects to assume the defense of any such suit and indemnification contained herein retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall survive bear the termination fees and expenses of this Agreementsuch counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In Except as otherwise agreed by the parties, in any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any a Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each such Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for each such Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its directors, officers, employees or agents. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Fund under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder with respect to such Fund during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundsuch Fund including, including but not limited to, any liability relating to qualification of a such Fund as a regulated investment company or any liability relating to each such Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund each Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each FundTrust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to each Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundeach Trust including, including but not limited to, any liability relating to qualification of a Fund each Trust as a regulated investment company or any liability relating to each FundTrust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, have no liability in respect of any loss, damage or expense suffered by any Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fund’s the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s 's cumulative liability for each calendar year (a "Liability Period") with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to such amount its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as may be agreed upon from time to time between the parties hereto. The Administrator shall notdefined herein, absent bad faith, be responsible or liable for any failure liability or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred loss suffered by the Administrator resulting from any claimTrust including, demand, action or suit in connection with the Administrator’s acceptance of this Agreementbut not limited to, any action or omission by it in liability relating to qualification of the performance of its duties hereunder, or Trust as a result of acting upon regulated investment company or any instructions reasonably believed by it liability relating to have been duly authorized by each Fund the Trust's compliance with any federal or upon reasonable reliance on information state tax or records given securities statute, regulation or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconductruling during such Liability Period. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Company including, including but not limited to, any liability relating to qualification of a Fund the Company as a regulated investment company or any liability relating to each Fundthe Company’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6Sections 6 and 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless caused by or resulting from the fraud, negligence, willful misconduct misconduct, or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Company including, including but not limited to, any liability relating to qualification of a Fund the Company as a regulated investment company or any liability relating to each Fundthe Company’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 66 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any the Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each the Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for each the Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, bad faith or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Fund under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Fund including, including but not limited to, any liability relating to qualification of a the Fund as a regulated investment company or any liability relating to each Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.the

Limitation of Liability and Indemnification. The Administrator Bank shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 66 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, Bank shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the AdministratorBank’s duties hereunder solely in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator Bank prior to the AdministratorBank’s appointment as administrator provision of enhanced accounting and administrative services for each Fundthe Trust. The Administrator Bank shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent caused by or resulting from the negligence, bad faith or willful misconduct or bad faith of the AdministratorBank, its officers, employees officers or agentsemployees. The Administrator Bank shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, except as otherwise agreed to in writing, the Bank’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed upon in writing, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its obligations and duties hereunder except to the extent unless solely caused by or resulting from the gross negligence, willful misconduct misconduct, fraud or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator Neither party shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reasonable reliance upon records that were maintained for each Fund the Company by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for each Fundthe Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless directly caused by or resulting from the negligence, bad faith or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, for any liability or loss suffered by a Fundthe Company, including but not limited to, any liability relating to qualification of a Fund the Company as a regulated investment company or any liability relating to each Fund’s the Company's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s 's liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent bad faith, not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, The Company shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s 's acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund the Company or upon reasonable reliance on information or records given or made by each Fund the Company or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, gross negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, for any liability or loss suffered by a Fund, including but not limited to, any liability relating to qualification of a Fund as a regulated investment company or any liability relating to each Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to such amount as may be agreed upon from time its total annual compensation earned with respect to time between the parties hereto. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify Trust and hold fees payable hereunder during the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.preceding

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each the Administrator or the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator Sub-Administrator for each Fundthe Administrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the gross negligence, bad faith, fraud or willful misconduct or bad faith of the Sub-Administrator, its officers, employees officers or agentsemployees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services performed under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fund, including but not limited to, any liability relating to qualification of a Fund as a regulated investment company or any liability relating to each Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. 8.1 The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall, absent bad faith, shall act in good faith and with reasonable care and without negligence in carrying out the provisions of this Agreement (the “Standard of Care”). The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator or any Fund Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Administrator or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator Sub-Administrator for each Fundthe Administrator. , unless such loss, damage or expense is caused by or results directly from Sub-Administrator’s (i) failure to perform its obligations under this Agreement in accordance with the Standard of Care; or (ii) its negligence, fraud, criminal acts, bad faith or willful or intentional misconduct. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless caused by or resulting directly from its failure to perform its obligations under this Agreement in accordance with the Standard of Care, or its negligence, willful misconduct or bad faith of the Administratorfaith, its officersfraud, employees or agents. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any criminal act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable willful or whether either party or any entity had been advised of the possibility of such damages. intentional misconduct. 8.2 In any event, except as otherwise agreed to in writing by the parties hereto, the Sub-Administrator’s cumulative liability for each contract year (a “Liability Period”) with respect to the services performed under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fund, including but not limited to, any liability relating to qualification of a Fund as a regulated investment company or any liability relating to each Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.and

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, have no liability in respect of any loss, damage or expense suffered by any Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fund. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the bad faith, negligence, willful misconduct or bad faith reckless disregard of the duties and obligations of the Sub-Administrator, its officers, employees officers or agentsemployees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Sub-Administrator's cumulative liability for each calendar year (a "Liability Period") with respect to the Administrator under this Agreement, regardless of the form of action or legal theory, shall be limited to the total annual compensation earned by the Sub-Administrator with respect to the Fund and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Administrator or the Fund including, including but not limited to, any liability relating to qualification of a the Fund as a regulated investment company or any liability relating to each the Fund’s 's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Administrator State Street shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, State Street shall have no liability in respect of any loss, damage or expense suffered by any the Administrator or a Fund insofar as such loss, damage or expense arises from the performance of the AdministratorState Street’s duties hereunder in reliance upon records that were maintained for each the Administrator or a Fund by entities other than the Administrator State Street prior to the AdministratorState Street’s appointment as administrator for each Fundengagement under this Agreement. The Administrator State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligencefraud, gross negligence or willful misconduct or bad faith of the AdministratorState Street, its officers, employees officers or agentsemployees. The Administrator State Street shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed in writing, State Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services performed under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Administrator and Fund including, including but not limited to, any liability relating to qualification of a Fund as a regulated investment company or any liability relating to each the Administrator’s or Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator or sub-administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, have no liability in respect of any loss, damage or expense suffered by any Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator's cumulative liability for each calendar year (a "Liability Period") with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the relevant Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fund’s the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited, unless otherwise agreed to in writing, to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 61, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, have no liability in respect of any loss, damage or expense suffered by any Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except unless such loss or damage arises directly from, and then only to the extent caused by of, the gross negligence or resulting from the negligence, willful misconduct or bad faith of the Administrator, its officersor any subcontractor engaged by the Administrator to provide services hereunder, employees or agentsand their respective officers and employees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, except as otherwise agreed to in writing by the parties hereto, the Administrator's cumulative liability for each calendar year (a "Liability Period") with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fund’s the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall, absent bad faith, shall have no liability in respect of any error of judgment or mistake of law or for any loss, damage or expense suffered by any Fund the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s 's duties hereunder in reliance upon records that were maintained for each Fund the Administrator or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s 's appointment as administrator Sub-Administrator for each Fundthe Administrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Sub-Administrator, its officersAffiliates, employees its officers or agentsemployees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Sub-Administrator's cumulative liability for each calendar year (a "Liability Period") with respect to the services performed under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable from the Funds during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fund, including but not limited to, any liability relating to qualification of a Fund as a regulated investment company or any liability relating to each Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, unless otherwise agreed upon in writing, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, ruling during such Liability Period. “Compensation Period” shall mean the calendar year ending immediately prior to each Liability Period in which the event(s) giving rise to the Administrator’s liability under for that period have occurred. Notwithstanding the foregoing, the Compensation Period for purposes of calculating the annual cumulative liability of the Administrator for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2012 shall be limited to such amount as may the date of this Agreement through December 31, 2012, calculated on an annualized basis, and the Compensation Period for the Liability Period commencing January 1, 2013 and terminating on December 31, 2013 shall be agreed upon from time to time between the parties heretodate of this Agreement through December 31, 2012, calculated on an annualized basis. The Administrator shall not, absent bad faith, not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, The Trust shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund the Trust or upon reasonable reliance on information or records given or made by each Fund the Trust or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 66 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, bad faith or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Company including, including but not limited to, any liability relating to qualification of a Fund the Company as a regulated investment company or any liability relating to each Fundthe Company’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator No party shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either the relevant party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to two and a half (2.5) times its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent under this Agreement unless solely caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive incidental or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator's cumulative liability for each calendar year (a "Liability Period") with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fund’s the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Company under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Company including, including but not limited to, any liability relating to qualification of a Fund the Company as a regulated investment company or any liability relating to each Fundthe Company’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, willful misconduct or bad faith fraud of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator's cumulative liability for each calendar year (a "Liability Period") with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fund’s the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trusts insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Fund the Trusts by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for each Fundthe Trusts. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator's cumulative liability for each calendar year (a "Liability Period") with respect to the Trusts under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trusts and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trusts including, including but not limited to, any liability relating to qualification of a Fund the Trusts as a regulated investment company or any liability relating to each Fund’s the Trusts' compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Administrator or a Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator for each Fundthe Trust. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Sub-Administrator, its officers, employees officers or agentsemployees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, except as otherwise agreed to in writing by the parties hereto, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services performed under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fund, including but not limited to, any liability relating to qualification of a Fund as a regulated investment company or any liability relating to each Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Company or the Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Company or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for each Fundhereunder. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Sub-Administrator, its officers, employees officers or agentsemployees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Company and the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Fund and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust and the Company including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 67, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Funds insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Funds by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Funds. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Funds under this Agreement regardless of the form of action or legal theory shall be limited to the lesser of: (1) four (4) times its total annual compensation earned with respect to the Funds and fees payable hereunder during the preceding Compensation Period, as defined herein, or (2) $3,000,000, for any liability or loss suffered by a Fundthe Funds including, including but not limited to, any liability relating to qualification of a Fund the Funds as a regulated investment company or any liability relating to each Fund’s the Funds’ compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any the Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each the Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for each the Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The In no event shall the Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement regardless of the parties regardless form of whether such damages action and even if the same were foreseeable or whether either party or any entity had been advised of the possibility of such damagesforeseeable. In any event, except as otherwise agreed to in writing by the parties hereto, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to a Fund under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Fund including, including but not limited to, any liability relating to qualification of a the Fund as a regulated investment company or any liability relating to each the Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Administrator or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator for each Fundthe Administrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except unless such loss or damage arises directly from, and then only to the extent caused by of, the negligence or resulting from the negligence, willful misconduct or bad faith of the Sub-Administrator, its officers, employees officers or agentsemployees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, except as otherwise agreed to in writing by the parties hereto, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the services performed under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Administrator including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s 's duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s 's appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator's cumulative liability for each calendar year (a "Liability Period") with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fund’s the Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, have no liability in respect of any loss, damage or expense suffered by any Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator's cumulative liability for each calendar year (a "Liability Period") with respect to the Fund under this Agreement, regardless of the form of action or legal theory, shall be limited to the total annual compensation earned by the Administrator with respect to the Fund and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Fund including, including but not limited to, any liability relating to qualification of a the Fund as a regulated investment company or any liability relating to each the Fund’s 's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, for any liability or loss suffered by a Fund, including but not limited to, any liability relating to qualification of a Fund as a regulated investment company or any liability relating to each Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Company under this Agreement regardless of the form of action or legal theory shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.total annual

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the gross negligence, fraud or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.or

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 614, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund a Trust insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligence, gross negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust including, including but not limited to, any liability relating to qualification of a Fund the Trust as a regulated investment company or any liability relating to each Fundthe Trust’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided under Section 615, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Trust or the Adviser insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fundthe Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless caused by or resulting from the negligence, negligence or willful misconduct or bad faith of the Administrator, its officers, employees officers or agentsemployees. The Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Administrator’s cumulative aggregate liability for each calendar year (a “Liability Period”) with respect to the Trust, the Funds and the Adviser under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Trust, including the Adviser or any Fund including, but not limited to, any liability relating to qualification of a Fund as a regulated investment company or any liability relating to each Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to such amount as may be agreed upon from time to time between the parties hereto. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.of

Limitation of Liability and Indemnification. The Sub-Administrator shall be responsible for the performance of only of such duties as are set forth in this Agreement Agreement, and, except as otherwise provided under Section 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall, absent bad faith, shall have no liability in respect of any loss, damage or expense suffered by any Fund the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator’s duties hereunder in reliance upon records that were maintained for each Fund the Administrator by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for each Fundunder this Agreement. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder except to the extent unless solely caused by or resulting from the negligencenegligence or, willful misconduct or bad faith of the Sub-Administrator, its officers, employees officers or agentsemployees. The Sub-Administrator shall not be liable for any special, indirect, incidental, punitive or consequential damages, including lost profits, damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. In any event, the Sub-Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Administrator under this Agreement, regardless of the form of action or legal theory, shall be limited to the total annual compensation earned by the Sub-Administrator with respect to the Funds under this Agreement and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by a Fundthe Administrator including, including but not limited to, any liability relating to qualification of a the Fund as a regulated investment company or any liability relating to each the Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator’s liability under this Agreement shall be limited to ruling during such amount as may be agreed upon from time to time between the parties heretoLiability Period. The Administrator shall not, absent bad faith, be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption. Each Fund, separately, shall indemnify and hold the Administrator and its directors, officers, employees and agents harmless from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator’s acceptance of this Agreement, any action or omission by it in the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by each Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Administrator, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. The limitation of liability and indemnification contained herein shall survive the termination of this Agreement.“