Common use of Limitation of Liability of the Administrator; Indemnification Clause in Contracts

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund any person for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing ; provided, however, that nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser Company to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and or opinion of legal counsel to the Fundand, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and or opinion of the independent auditors of the Fund, at the expense of the Fundaccounting experts. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund Company agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s 's willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund Company shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund Company receives a written affirmation of the Administrator’s 's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund Company unless it is subsequently determined that it the Administrator is entitled to such indemnification and if the directors Directors of the Fund Company determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; , (B) the Fund Company shall be insured against losses arising by reason of any lawful advances; , or (C) a majority of a quorum consisting of directors Directors of the Fund Company who are neither “"interested persons” " of the Fund Company (as defined in Section 2(a)(192(a) (19) of the 0000 Xxx) nor parties to the proceeding (“Independent "Disinterested Non-Party Directors”") or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D(d) As used in this Paragraph 84, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund Company contemplated hereby and directors, partners, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as Fund's investment adviser to the Fund, advisor or any sub-investment adviser advisor to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder; provided, however, that in no event shall the Administrator be subject to liability for any act or omission of any sub-administrator pursuant to a sub-administration agreement, as set forth in section 1(b), except to the extent the Administrator has failed to exercise due care in monitoring and overseeing the performance by the sub-administrator of its obligations. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. Dc) As used in this Paragraph 8Section 3, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 1000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as Fund’s investment adviser to the Fund, advisor or any sub-investment adviser advisor to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder; provided, however, that in no event shall the Administrator be subject to liability for any act or omission of any sub-administrator pursuant to a sub-administration agreement, as set forth in section 1(b), except to the extent the Administrator has failed to exercise due care in monitoring and overseeing the performance by the sub-administrator of its obligations. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. Dc) As used in this Paragraph 8Section 3, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator (and its officers, managers, members, partners, employees, controlling persons, agents, and any other person or entity affiliated with the Administrator) shall not be liable to the Fund Corporation for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred be taken by the Administrator in connection with the performance of any of its duties hereunderor obligations under this Agreement or otherwise as administrator for the Corporation, except such as may arise and the Corporation shall indemnify, defend and protect the Administrator (and its officers, managers, members, partners, employees, controlling persons, agents, and any other person or entity affiliated with the Administrator, including without limitation the Adviser, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Corporation or its stockholders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Corporation. Notwithstanding the preceding sentence of this Paragraph 5 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Corporation or its stockholders to which the Indemnified Parties would otherwise be subject by reason of criminal conduct, willful misfeasance, bad faith, faith or gross negligence in the performance of its the Administrator’s duties or by reason of the reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that duties and obligations under this Agreement (to the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse extent applicable, as the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund same shall be insured against losses arising determined in accordance with the Investment Company Act and any interpretations or guidance by reason of any lawful advances; the SEC or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties its staff thereunder). Notwithstanding anything to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D) As used contrary in this Paragraph 8Agreement, for so long as the Corporation is subject to the Investment Company Act, the term “Administrator” Corporation shall include not advance an Indemnified Party any affiliates of expenses to the Administrator performing services for extent such advancement would violate the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliatesInvestment Company Act.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund or any Portfolio for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Funda Portfolio, or any sub-investment adviser shareholders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, at the expense of the Fund, (i) with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and (ii) with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund Fund, on behalf of each Portfolio, agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s 's willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund Subject to requirements of applicable laws, such expenses shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if paid by the Fund receives a written affirmation in advance of the Administrator’s good faith belief that final disposition of any matter upon invoice by the standard of conduct necessary for indemnification has been met Administrator and a written undertaking to reimburse receipt by the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(d) As used in this Paragraph 8section 4, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable Notwithstanding anything herein to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the performance representations, warranties, covenants, agreements or other obligations of its duties the Issuer hereunder. Nothing herein contained , as to all of which recourse shall be construed to protect the Administrator against any liability had solely to the Fundassets of the Issuer. The Depositor and Saxon Funding Management, its shareholders, Inc. shall hereby agree to jointly and severally indemnify the Administrator, as investment adviser to the FundCertificate Paying Agent and the Certificate Registrar and their respective officers, directors, employees and agents against any and all loss, liability or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal feesattorney’s fees and expenses) and liabilities reasonably incurred by the Administrator any of them in connection with the performance of its their respective duties hereunderunder the Related Agreements. The Administrator, except the Certificate Paying Agent and the Certificate Registrar shall notify each of the Depositor and Saxon Funding Management, Inc. (collectively the “Indemnifying Parties”) and the Issuer promptly of any claim for which it may seek indemnity. Failure by any such as may arise from party to so notify Indemnifying Parties shall not relieve the Administrator’s willful misfeasance, bad faith, gross negligence in the performance Indemnifying Parties of its duties or by reckless disregard of its their obligations and duties hereunder. The Fund Indemnifying Parties shall make advance payments in connection with defend any such claim, and the Administrator, the Certificate Paying Agent and the Certificate Registrar may have separate counsel and the Indemnifying Parties shall pay the fees and expenses of defending such counsel. The Indemnifying Parties need not reimburse any action with respect expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent, or the Certificate Registrar to which indemnification might the extent attributable to any such party’s own willful misconduct, negligence or bad faith. The Administrator undertakes to perform only such duties and obligations as are set forth in this Agreement, it being expressly understood by the Owner Trustee and the Issuer that there are no implied duties or obligations under this Agreement. Neither the Administrator nor any of its respective officers, directors, employees or agents shall be sought hereunder if the Fund receives a written affirmation liable, directly or indirectly, for any damages or expenses arising out of the Administrator’s good faith belief that the standard of conduct necessary for services performed upon this Agreement other than damages resulting from its negligence, willful misconduct or bad faith. The payment and indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors obligations of the Fund determine that Indemnifying Parties under the facts then known to them would not preclude indemnificationRelated Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related Agreements. In additioncarrying out the foregoing duties, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) be afforded the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of same rights, indemnifications and immunities as the Fund who are neither “interested persons” of Indenture Trustee under the Fund (as defined in Section 2(a)(19) of Indenture, including, without limitation, the 0000 Xxx) nor parties right to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinioncompensation, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to reimbursement and indemnification. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator will exercise its reasonable judgment and will act in good faith and use reasonable care and in a manner consistent with applicable federal and state laws and regulations in rendering the services it agrees to provide under this Agreement. The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance administration of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of except for willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reckless disregard reason of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection indemnify, defend and protect the Administrator (and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Administrator (collectively, the “Indemnified Parties”) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of defending any pending, threatened or completed action, suit, investigation or other proceeding (including an action with respect to which indemnification might be sought hereunder if or suit by or in the right of the Fund receives a written affirmation or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s good faith belief that duties or obligations under this Agreement or otherwise as an administrator of the standard of conduct necessary for Fund. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification has been met and a written undertaking in respect of, any liability to reimburse the Fund unless it is subsequently determined that it is entitled or its security holders to such indemnification and if which the directors of the Fund determine that the facts then known to them Indemnified Parties would not preclude indemnification. In addition, at least one of the following conditions must otherwise be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising subject by reason of any lawful advances; willful misfeasance, bad faith or (C) a majority of a quorum consisting of directors gross negligence in the performance of the Fund who are neither “interested persons” Administrator’s duties or by reason of the Fund reckless disregard of the Administrator’s duties and obligations under this Agreement (as defined the same shall be determined in Section 2(a)(19) of accordance with the 0000 Xxx) nor parties to Investment Company Act and any interpretations or guidance by the proceeding (“Independent Directors”) SEC or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiryits staff thereunder), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as the investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 1000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Trust or the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the FundTrust, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser shareholders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, at the expense of the Trust, (i) with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the FundTrust, and (ii) with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the FundTrust. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund Trust, on behalf of the Fund, agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s 's willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund Subject to requirements of applicable laws, such expenses shall make be paid by the Trust in advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard final disposition of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) any matter upon invoice by the Administrator and receipt by the Trust of an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(d) As used in this Paragraph 8section 4, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund Trust contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund or the Investment Adviser for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, Investment Adviser or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s 's willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s 's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; , (B) the Fund shall be insured against losses arising by reason of any lawful advances; , or (C) a majority of a quorum consisting of directors of the Fund who are neither “"interested persons” " of the Fund (as defined in Section 2(a)(19) of the 0000 XxxAct) nor parties to the proceeding (“Independent "Disinterested Non-Party Directors”") or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D(d) As used in this Paragraph 84, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx1940 Act) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. (A) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. (B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. (C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (Ai) the Administrator shall provide a security for this undertaking; (Bii) the Fund shall be insured against losses arising by reason of any lawful advances; or (Ciii) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx1940 Act) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. (D) As used in this Paragraph Section 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable Notwithstanding anything herein to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission contrary, this Agreement has been countersigned by Deutsche Bank National Trust Company not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the performance representations, warranties, covenants, agreements or other obligations of its duties the Issuer hereunder. Nothing herein contained , as to all of which recourse shall be construed to protect the Administrator against any liability had solely to the Fund, its shareholders, assets of the Issuer. The Depositor hereby agrees to indemnify the Administrator, as investment adviser to the FundCertificate Paying Agent and the Certificate Registrar against any and all loss, liability or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal attorney’s fees) and liabilities reasonably incurred by the Administrator any of them in connection with the performance of its their respective duties hereunderunder the Related Agreements. The Administrator, except the Certificate Paying Agent and the Certificate Registrar and shall notify each of the Issuer and the Depositor promptly of any claim for which it may seek indemnity. Failure by any such as may arise from party to so notify the Administrator’s willful misfeasance, bad faith, gross negligence in Depositor shall not relieve the performance of its duties or by reckless disregard Depositor of its obligations and duties hereunder. The Fund Depositor shall make advance payments in connection with the expenses of defending defend any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met such claim, and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and the Certificate Paying Agent may have separate counsel and the Depositor shall pay the fees and expenses of such affiliatescounsel. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent or the Certificate Registrar to the extent attributable to any such party’s own willful misconduct, negligence or bad faith. Each of such parties shall be third-party beneficiaries of this Section 20 and shall be entitled to rely upon and to directly enforce this Section. The payment and indemnification obligations of the Depositor under the Related Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related Agreements.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund Corporation or any Portfolio for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the FundCorporation, its shareholders, the Administrator, as investment adviser to the Funda Portfolio, or any sub-investment adviser shareholders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, at the expense of the Corporation or a Portfolio, as applicable, (i) with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the FundCorporation, and (ii) with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the FundCorporation. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund Corporation, on behalf of each Portfolio, agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund Subject to requirements of applicable laws, such expenses shall make be paid by the Corporation in advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard final disposition of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) any matter upon invoice by the Administrator and receipt by the Corporation of an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(d) As used in this Paragraph 8Section 5, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund Corporation or a Portfolio contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund or the Investment Adviser for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, Investment Adviser or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s Administrators willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s 's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it he is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must much be met: (A) the Administrator shall provide a security for this undertaking; , (B) the Fund shall be insured against losses arising by reason of any lawful advances; , or (C) a majority of a quorum consisting of directors of the Fund who are neither “"interested persons” " of the Fund (as defined in Section 2(a)(19) of the 0000 XxxAct) nor parties to the proceeding (“Independent "Disinterested Non-Party Directors”") or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D(d) As used in this Paragraph 84, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable Notwithstanding anything herein to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission contrary, this Agreement has been countersigned by Deutsche Bank National Trust Company not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the performance representations, warranties, covenants, agreements or other obligations of its duties the Issuer hereunder. Nothing herein contained , as to all of which recourse shall be construed to protect the Administrator against any liability had solely to the Fund, its shareholders, assets of the Issuer. The Depositor hereby agrees to indemnify the Administrator, as investment adviser to the FundCertificate Paying Agent, the Certificate Registrar and the Securities Intermediary against any and all loss, liability or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal attorney's fees) and liabilities reasonably incurred by the Administrator any of them in connection with the performance of its their respective duties hereunderunder the Related Agreements. The Administrator, except the Certificate Paying Agent, the Certificate Registrar and the Securities Intermediary shall notify each of the Issuer and the Depositor (collectively the "Indemnifying Parties") promptly of any claim for which it may seek indemnity. Failure by any such as may arise from party to so notify the Administrator’s willful misfeasance, bad faith, gross negligence in Indemnifying Parties shall not relieve the performance Indemnifying Parties of its duties or by reckless disregard of its their obligations and duties hereunder. The Fund Indemnifying Parties shall make advance payments in connection with defend any such claim, and the Administrator, the Certificate Paying Agent and the Securities Intermediary may have separate counsel and the Indemnifying Parties shall pay the fees and expenses of defending such counsel. The Indemnifying Parties need not reimburse any action with respect expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent, the Certificate Registrar or the Securities Intermediary to which the extent attributable to any such party's own willful misconduct, negligence or bad faith. Each of such parties shall be third-party beneficiaries of this Section 20 and shall be entitled to rely upon and to directly enforce this Section. The payment and indemnification might be sought hereunder if the Fund receives a written affirmation obligations of the Administrator’s good faith belief that Indemnifying Parties under the standard Related Agreements shall survive the resignation or removal of conduct necessary for indemnification has been met either of such parties and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification termination of this Agreement and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnificationRelated Agreements. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. (A) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. (B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. (C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. (D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund any person for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing ; provided, however, that nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser Company to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and or opinion of legal counsel to the Fundand, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal federal tax accounting principles, apply for and obtain the advice and or opinion of the independent auditors of the Fund, at the expense of the Fundaccounting experts. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund Company agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund Company shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund Company receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund Company unless it is subsequently determined that it the Administrator is entitled to such indemnification and if the directors Directors of the Fund Company determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; , (B) the Fund Company shall be insured against losses arising by reason of any lawful advances; , or (C) a majority of a quorum consisting of directors Managers of the Fund Company who are neither “interested persons” of the Fund Company (as defined in Section 2(a)(192(a) (19) of the 0000 Xxx) nor parties to the proceeding (“Independent DirectorsDisinterested Non-Party Managers”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D(d) As used in this Paragraph 84, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund Company contemplated hereby and directors, partners, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable Notwithstanding anything herein to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission contrary, this Agreement has been countersigned by Deutsche Bank Trust Company Americas not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the performance representations, warranties, covenants, agreements or other obligations of its duties the Issuer hereunder. Nothing herein contained , as to all of which recourse shall be construed to protect the Administrator against any liability had solely to the Fundassets of the Issuer. The Depositor and Saxon Mortgage, its shareholders, Inc. shall hereby agree to jointly and severally indemnify the Administrator, as investment adviser to the FundCertificate Paying Agent and the Certificate Registrar and their respective officers, directors, employees and agents against any and all loss, liability or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal feesattorney’s fees and expenses) and liabilities reasonably incurred by the Administrator any of them in connection with the performance of its their respective duties hereunderunder the Related Agreements. The Administrator, except the Certificate Paying Agent and the Certificate Registrar shall notify each of the Depositor and Saxon Mortgage Inc. (collectively the “Indemnifying Parties”) and the Issuer promptly of any claim for which it may seek indemnity. Failure by any such as may arise from party to so notify Indemnifying Parties shall not relieve the Administrator’s willful misfeasance, bad faith, gross negligence in the performance Indemnifying Parties of its duties or by reckless disregard of its their obligations and duties hereunder. The Fund Indemnifying Parties shall make advance payments in connection with defend any such claim, and the Administrator, the Certificate Paying Agent and the Certificate Registrar may have separate counsel and the Indemnifying Parties shall pay the fees and expenses of defending such counsel. The Indemnifying Parties need not reimburse any action with respect expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent, or the Certificate Registrar to which indemnification might the extent attributable to any such party’s own willful misconduct, negligence or bad faith. The Administrator undertakes to perform only such duties and obligations as are set forth in this Agreement, it being expressly understood by the Owner Trustee and the Issuer that there are no implied duties or obligations under this Agreement. Neither the Administrator nor any of its respective officers, directors, employees or agents shall be sought hereunder if the Fund receives a written affirmation liable, directly or indirectly, for any damages or expenses arising out of the Administrator’s good faith belief that the standard of conduct necessary for services performed upon this Agreement other than damages resulting from its negligence, willful misconduct or bad faith. The payment and indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors obligations of the Fund determine that Indemnifying Parties under the facts then known to them would not preclude indemnificationRelated Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related Agreements. In additioncarrying out the foregoing duties, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) be afforded the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of same rights, indemnifications and immunities as the Fund who are neither “interested persons” of Indenture Trustee under the Fund (as defined in Section 2(a)(19) of Indenture, including, without limitation, the 0000 Xxx) nor parties right to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinioncompensation, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to reimbursement and indemnification. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, shareholders or any sub-investment adviser to which the Administrator shall otherwise be subject by reason reasons of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the FundFund or of its own counsel, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s 's willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund Such expenses shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if paid by the Fund receives a written affirmation in advance of the final disposition of such matter upon invoice by the Administrator and receipt by the Fund of an undertaking from the Administrator to repay such amounts if it shall ultimately be established that the Administrator is not entitled to indemnification hereunder by virtue of the Administrator’s good faith belief that 's willful misfeasance, bad faith, gross negligence in the standard performance of conduct necessary for indemnification has been met its duties or by reckless disregard of its obligations and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnificationduties hereunder. D(d) As used in this Paragraph 8paragraph 4, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator (and its officers, managers, partners, agents, employees, controlling persons, members, and any other person or entity affiliated with the Administrator, including, without limitation, its managing member and the Investment Manager, each of whom shall be deemed a third party beneficiary hereof) (collectively, the “Indemnified Parties”) shall not be liable to the Fund for any error of judgment action taken or mistake of law or for any loss arising out of any act or omission omitted to be taken by the Administrator in connection with the performance of any of its duties hereunderor obligations under this Agreement or otherwise as administrator for the Fund, and the Fund shall indemnify, defend and protect the Indemnified Parties and hold them harmless from and against all damages, losses, liabilities, costs and expenses (including, without limitation, judgments, fines, reasonable attorneys’ fees and expenses and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including, without limitation, an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon the performance of any of the Administrator’s duties or obligations under this Agreement or otherwise as administrator for the Fund. Nothing herein Notwithstanding the previous sentence of this Paragraph 5 to the contrary, nothing contained in this Paragraph shall protect or be construed deemed to protect the Administrator against Indemnified Parties against, or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Fund, Fund or its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser security holders to which the Administrator shall Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reason of the reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief duties and obligations under this Agreement (to the extent applicable, as the same shall be determined in accordance with the Investment Company Act and any interpretations or guidance by the SEC or its staff thereunder). The Fund will, upon the request of an Indemnified Party and to the extent legally permissible, advance amounts in connection with its indemnification obligation; provided, however, that the standard of conduct necessary for indemnification has been met and a written undertaking if it is later determined that such party was not entitled to be indemnified, then such party will promptly reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnificationall advanced amounts. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as Fund's investment adviser to the Fund, advisor or any sub-investment adviser advisor to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder; provided, however, that in no event shall the Administrator be subject to liability for any act or omission of any sub-administrator pursuant to a sub-administration agreement, as set forth in section 1(b). B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s 's willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s 's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors trustees of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; , (B) the Fund shall be insured against losses arising by reason of any lawful advances; , or (C) a majority of a quorum consisting of directors trustees of the Fund who are neither “not "interested persons” " of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”"Disinterested Non-Party Trustees") or an independent legal counsel (in a written opinion), shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry)facts, that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D(d) As used in this Paragraph 8Section 3, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund or the Investment Adviser for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, Investment Adviser or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its s obligations and duties hereunder. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of in generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s Administrators willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought ought hereunder if the Fund receives a written affirmation of the Administrator’s 's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it he is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must much be met: (A) the Administrator shall provide a security for this undertaking; , (B) the Fund shall be insured against losses arising by reason of any lawful advances; , or (C) a majority of a quorum consisting of directors of the Fund who are neither “"interested persons” " of the Fund (as defined in Section 2(a)(19) of the 0000 XxxAct) nor parties to the proceeding (“Independent "Disinterested Non-Party Directors”") or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D(d) As used in this Paragraph 84, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable Notwithstanding anything herein to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission contrary, this Agreement has been countersigned by U.S. Bank National Association not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the performance representations, warranties, covenants, agreements or other obligations of its duties the Issuer hereunder. Nothing herein contained , as to all of which recourse shall be construed to protect the Administrator against any liability had solely to the Fund, its shareholders, assets of the Issuer. The Depositor and Xxxxxx Brothers Inc. shall hereby agree to jointly and severally indemnify the Administrator, as investment adviser to the FundCertificate Paying Agent, the Certificate Registrar and the Securities Intermediary against any and all loss, liability or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal attorney’s fees) and liabilities reasonably incurred by the Administrator any of them in connection with the performance of its their respective duties hereunderunder the Related Agreements. The Administrator, except the Certificate Paying Agent, the Certificate Registrar and the Securities Intermediary shall notify each of the Issuer, the Depositor and Xxxxxx Brothers Inc. (collectively the “Indemnifying Parties”) promptly of any claim for which it may seek indemnity. Failure by any such as may arise from party to so notify the Administrator’s willful misfeasance, bad faith, gross negligence in Indemnifying Parties shall not relieve the performance Indemnifying Parties of its duties or by reckless disregard of its their obligations and duties hereunder. The Fund Indemnifying Parties shall make advance payments in connection with defend any such claim, and the Administrator, the Certificate Paying Agent and the Securities Intermediary may have separate counsel and the Indemnifying Parties shall pay the fees and expenses of defending such counsel. The Indemnifying Parties need not reimburse any action with respect expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent, the Certificate Registrar or the Securities Intermediary to which the extent attributable to any such party’s own willful misconduct, negligence or bad faith. Each of such parties shall be third-party beneficiaries of this Section 20 and shall be entitled to rely upon and to directly enforce this Section. The payment and indemnification might be sought hereunder if the Fund receives a written affirmation obligations of the Administrator’s good faith belief that Indemnifying Parties under the standard Related Agreements shall survive the resignation or removal of conduct necessary for indemnification has been met either of such parties and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification termination of this Agreement and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnificationRelated Agreements. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund or any Portfolio for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Funda Portfolio, or any sub-investment adviser shareholders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, at the expense of the Fund, (i) with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and (ii) with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund Fund, on behalf of each Portfolio, agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund Subject to requirements of applicable laws, such expenses shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if paid by the Fund receives a written affirmation in advance of the Administrator’s good faith belief that final disposition of any matter upon invoice by the standard of conduct necessary for indemnification has been met Administrator and a written undertaking to reimburse receipt by the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(d) As used in this Paragraph 8section 4, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(a) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fundlegal counsel, and with respect to the application of generally accepted accounting principles or Federal tax Tax accounting principles, apply for and obtain the advice and opinion of accounting experts, at the independent auditors reasonable expense of the Fund, Trust or PIM. The Administrator shall obtain prior permission of the Trust or PIM before obtaining the advise and opinion of legal or accounting experts at the expense of the FundTrust or PIM, and shall not use any counsel or accounting experts to which the Trust or PIM shall reasonably object. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinionthis paragraph. C(b) The Fund agrees Administrator shall not be liable to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred Trust or PIM for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties hereunderor obligations under this Agreement, except such as may arise and PIM shall indemnify the Administrator and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Administrator’s Administrator in or by reason of any pending, threatened or contemplated action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement; provided, however, that nothing contained herein shall protect or be deemed to protect the Administrator against or entitle or be deemed to entitle the Administrator to indemnification in respect of any liability to PIM, the Trust or its security holders to which the Administrator would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties duties, or by reason of its reckless disregard of its duties and obligations and duties hereunderunder this Agreement. The Fund Such expenses shall make be paid by PIM in advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard final disposition of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) matter upon invoice by the Administrator and receipt by PIM of an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(c) As used in this Paragraph 83, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund Trust contemplated hereby hereby, and directorstrustees, officers, agents and employees of the Administrator and or such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable Notwithstanding anything herein to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission contrary, this Agreement has been countersigned by LaSalle Bank National Association not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the performance representations, warranties, covenants, agreements or other obligations of its duties the Issuer hereunder. Nothing herein contained , as to all of which recourse shall be construed to protect the Administrator against any liability had solely to the Fund, its shareholders, assets of the Issuer. The Depositor and Xxxxxx Brothers Inc. shall hereby agree to jointly and severally indemnify the Administrator, as investment adviser to the FundCertificate Paying Agent, the Certificate Registrar and the Securities Intermediary against any and all loss, liability or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal attorney’s fees) and liabilities reasonably incurred by the Administrator any of them in connection with the performance of its their respective duties hereunderunder the Related Agreements. The Administrator, except the Certificate Paying Agent, the Certificate Registrar and the Securities Intermediary shall notify each of the Issuer, the Depositor and Xxxxxx Brothers Inc. (collectively the “Indemnifying Parties”) promptly of any claim for which it may seek indemnity. Failure by any such as may arise from party to so notify the Administrator’s willful misfeasance, bad faith, gross negligence in Indemnifying Parties shall not relieve the performance Indemnifying Parties of its duties or by reckless disregard of its their obligations and duties hereunder. The Fund Indemnifying Parties shall make advance payments in connection with defend any such claim, and the Administrator, the Certificate Paying Agent and the Securities Intermediary may have separate counsel and the Indemnifying Parties shall pay the fees and expenses of defending such counsel. The Indemnifying Parties need not reimburse any action with respect expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent, the Certificate Registrar or the Securities Intermediary to which the extent attributable to any such party’s own willful misconduct, negligence or bad faith. Each of such parties shall be third-party beneficiaries of this Section 20 and shall be entitled to rely upon and to directly enforce this Section. The payment and indemnification might be sought hereunder if the Fund receives a written affirmation obligations of the Administrator’s good faith belief that Indemnifying Parties under the standard Related Agreements shall survive the resignation or removal of conduct necessary for indemnification has been met either of such parties and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification termination of this Agreement and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnificationRelated Agreements. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(a) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fundlegal counsel, and with respect to the application of generally accepted accounting principles or Federal tax Tax accounting principles, apply for and obtain the advice and opinion of accounting experts, at the independent auditors reasonable expense of the Fund, Trust or CAM. The Administrator shall obtain prior permission of the Trust or CAM before obtaining the advice and opinion of legal or accounting experts at the expense of the FundTrust or CAM, and shall not use any counsel or accounting experts to which the Trust or CAM shall reasonably object. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinionthis paragraph. C(b) The Fund agrees Administrator shall not be liable to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred Trust or CAM for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties hereunderor obligations under this Agreement, except such as may arise and the Trust shall indemnify the Administrator and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Administrator’s Administrator in or by reason of any pending, threatened or contemplated action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement; provided, however, that nothing contained herein shall protect or be deemed to protect the Administrator against or entitle or be deemed to entitle the Administrator to indemnification in respect of any liability to CAM, the Trust or its security holders to which the Administrator would otherwise be subject by reason of willful misfeasance, bad faith, faith or gross negligence in the performance of its duties duties, or by reason of its reckless disregard of its duties and obligations and duties hereunderunder this Agreement. The Fund Such expenses shall make be paid by the Trust in advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard final disposition of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) matter upon invoice by the Administrator and receipt by the Trust of an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(c) As used in this Paragraph 83, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund Trust contemplated hereby hereby, and directorstrustees, officers, agents and employees of the Administrator and or such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable Notwithstanding anything herein to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission contrary, this Agreement has been countersigned by Deutsche Bank National Trust Company not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the performance representations, warranties, covenants, agreements or other obligations of its duties the Issuer hereunder. Nothing herein contained , as to all of which recourse shall be construed to protect the Administrator against any liability had solely to the Fund, its shareholders, assets of the Issuer. The Depositor hereby agrees to indemnify the Administrator, as investment adviser to the FundCertificate Paying Agent and the Certificate Registrar against any and all loss, liability or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal attorney's fees) and liabilities reasonably incurred by the Administrator any of them in connection with the performance of its their respective duties hereunderunder the Related Agreements. The Administrator, except the Certificate Paying Agent and the Certificate Registrar and shall notify each of the Issuer and the Depositor promptly of any claim for which it may seek indemnity. Failure by any such as may arise from party to so notify the Administrator’s willful misfeasance, bad faith, gross negligence in Depositor shall not relieve the performance of its duties or by reckless disregard Depositor of its obligations and duties hereunder. The Fund Depositor shall make advance payments in connection with the expenses of defending defend any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met such claim, and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and the Certificate Paying Agent may have separate counsel and the Depositor shall pay the fees and expenses of such affiliatescounsel. The Depositor need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent or the Certificate Registrar to the extent attributable to any such party's own willful misconduct, negligence or bad faith. Each of such parties shall be third-party beneficiaries of this Section 20 and shall be entitled to rely upon and to directly enforce this Section. The payment and indemnification obligations of the Depositor under the Related Agreements shall survive the resignation or removal of either of such parties and the termination of this Agreement and the Related Agreements.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 1000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund Company or any Portfolio for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the FundCompany, its shareholders, the Administrator, as investment adviser to the Funda Portfolio, or any sub-investment adviser shareholders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, at the expense of the Company, (i) with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the FundCompany, and (ii) with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the FundCompany. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund Company, on behalf of each Portfolio, agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s 's willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund Subject to requirements of applicable laws, such expenses shall make be paid by the Company in advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard final disposition of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) any matter upon invoice by the Administrator and receipt by the Company of an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(d) As used in this Paragraph 8section 4, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund Company contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not None of the Administrator, its affiliates, and their respective directors, officers, members, managers, shareholders, and employees (collectively, the “Covered Persons”) will be liable to the Fund Company or its shareholders for (i) any act taken or failed to be taken by any such Covered Person except for any error of judgment or mistake of law or for any loss arising out of any such act or omission by the Administrator in the performance of its duties hereunderfailure to act that constitutes Disabling Conduct (as defined below). Nothing herein contained shall be construed to protect the Administrator against any liability Notwithstanding anything to the Fundcontrary in this Section 4 (except as provided in Section 4(e)), its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason Covered Person may consult with legal counsel and accountants in respect of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations Company affairs and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected and justified in taking or refraining from any action in good faith, in reliance upon and in accordance with respect to the opinion or advice of such counsel or accountants selected in good faith for purposes of exculpation and indemnification contemplated herein (irrespective of any judicial determination regarding the conduct of such Covered Person). (b) To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Covered Persons from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred (“Indemnifiable Items”), arising out of or in connection with our business and operations or any action taken or omitted on our behalf pursuant to authority granted by it this Agreement, except (i) to the extent that such Indemnifiable Items were incurred as a result of such Covered Person’s (i) Disabling Conduct, or (ii) violation of the antifraud provisions of any U.S. federal securities law, in good each case, as finally determined by a court of competent jurisdiction. The termination of any proceeding by settlement, judgment, order, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Covered Person’s conduct constituted Disabling Conduct. “Disabling Conduct” shall mean fraud, gross negligence, recklessness, willful misconduct, bad faith (in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator each case as determined in connection accordance with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation laws of the Administrator’s good faith belief that the standard State of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiryDelaware), that there is reason to believe that the Administrator ultimately will be found entitled to indemnificationor intentional and material breach of this Agreement. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund any person for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing ; provided, however, that nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser Fund to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and or opinion of legal counsel to the Fundand, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and or opinion of the independent auditors of the Fund, at the expense of the Fundaccounting experts. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it the Administrator is entitled to such indemnification and if the directors Directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; , (B) the Fund shall be insured against losses arising by reason of any lawful advances; , or (C) a majority of a quorum consisting of directors Directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 XxxAct) nor parties to the proceeding (“Independent Disinterested Non-Party Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D(d) As used in this Paragraph 84, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(a) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fundlegal counsel, and with respect to the application of generally accepted accounting principles or Federal tax Tax accounting principles, apply for and obtain the advice and opinion of accounting experts, at the independent auditors reasonable expense of the Fund, Trust. The Administrator shall provide prior notice to the Trust if the Administrator applies for the advice and opinion of legal or accounting experts at the expense of the FundTrust. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion, provided such advice or opinion has been shared with the Trust prior to its use. C(b) The Fund agrees Administrator shall not be liable to indemnify and hold harmless Western or the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred Trust for any action taken or omitted to be taken by the Administrator in connection with the performance of any of its duties hereunderor obligations under this Agreement, except such as may arise and the Trust shall indemnify the Administrator and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) incurred by the Administrator’s Administrator in or by reason of any pending, threatened or contemplated action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Administrator in connection with the performance of any of its duties or obligations under this Agreement; provided, however, that nothing contained herein shall protect or be deemed to protect the Administrator against (or with respect to the Trust only, entitle or be deemed to entitle the Administrator to indemnification in respect) of any liability to Western, the Trust or its security holders to which the Administrator would otherwise be subject by reason of willful misfeasance, bad faith, gross faith or negligence in the performance of its duties duties, or by reason of its reckless disregard of its duties and obligations and duties hereunderunder this Agreement. The Fund Such expenses shall make be paid by the Trust in advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard final disposition of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) matter upon invoice by the Administrator and receipt by the Trust of an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(c) As used in this Paragraph 83, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund Trust contemplated hereby hereby, and directorstrustees, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, shareholders or any sub-investment adviser to which the Administrator shall otherwise be subject by reason reasons of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the FundFund or of its own counsel, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s 's willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund Such expenses shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if paid by the Fund receives a written affirmation in advance of the final disposition of such matter upon invoice by the Administrator and receipt by the Fund of an undertaking from the Administrator to repay such amounts if it shall ultimately be established that the Administrator is not entitled to indemnification hereunder by virtue of the Administrator’s good faith belief that 's willful misfeasance, bad faith, gross negligence in the standard performance of conduct necessary for indemnification has been met its duties or by reckless disregard of its obligations and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnificationduties hereunder. D(d) As used in this Paragraph 8paragraph 4, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund Company or the Portfolio for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholdersCompany, the Administrator, as investment adviser to the FundPortfolio, or any sub-investment adviser shareholders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, at the expense of the Company, (i) with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the FundCompany, and (ii) with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the FundCompany. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund Company, on behalf of the Portfolio, agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund Subject to requirements of applicable laws, such expenses shall make be paid by the Company in advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard final disposition of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) any matter upon invoice by the Administrator and receipt by the Company of an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(d) As used in this Paragraph 8section 4, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund Company contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund or the Portfolio for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the FundPortfolio, or any sub-investment adviser shareholders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, at the expense of the Fund, (i) with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and (ii) with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund Fund, on behalf of the Portfolio, agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s 's willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund Subject to requirements of applicable laws, such expenses shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if paid by the Fund receives a written affirmation in advance of the Administrator’s good faith belief that final disposition of any matter upon invoice by the standard of conduct necessary for indemnification has been met Administrator and a written undertaking to reimburse receipt by the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(d) As used in this Paragraph 8section 4, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D) As used in this Paragraph 84, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall exercise its best judgment in rendering its services pursuant to this Agreement. The Administrator shall not be liable to the Fund any person for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing , provided, however, that nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, Fund or its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fundlegal counsel, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fundaccounting experts, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in or by reason of any action, suit, investigation or other proceeding arising out of or based upon any action actually taken or allegedly taken or omitted by the Administrator in connection with the performance of its duties hereunder. Notwithstanding the preceding sentence, except such as may arise from nothing contained herein shall protect or be deemed to protect the Administrator against or entitle or be deemed to entitle the Administrator to indemnification by reason of the Administrator’s 's willful misfeasance, bad faith, faith or gross negligence in the performance of its duties duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund Such expenses shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if paid by the Fund receives a written affirmation in advance of the Administrator’s good faith belief that final disposition of such matter upon invoice by the standard of conduct necessary for indemnification has been met Administrator and a written undertaking to reimburse receipt by the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(d) As used in this Paragraph 84, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, partners, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall exercise its best judgment in rendering its services pursuant to this Agreement. The Administrator shall not be liable to the Fund any person for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing , provided, however, that nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, Fund or its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fundlegal counsel, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of accounting experts, at the independent auditors expense of the Fund, . The Administrator shall provide notice to the Fund if the Administrator applies for the advice and opinion of legal counsel or accounting experts at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including reasonable legal fees) and liabilities reasonably incurred by the Administrator in or by reason of any action, suit, investigation or other proceeding arising out of or based upon any action actually taken or allegedly taken or omitted by the Administrator in connection with the performance of its duties hereunder. Notwithstanding the preceding sentence, except such as may arise from nothing contained herein shall protect or be deemed to protect the Administrator against or entitle or be deemed to entitle the Administrator to indemnification by reason of the Administrator’s 's willful misfeasance, bad faith, faith or gross negligence in the performance of its duties duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund Such expenses shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if paid by the Fund receives a written affirmation in advance of the Administrator’s good faith belief that final disposition of such matter upon invoice by the standard of conduct necessary for indemnification has been met Administrator and a written undertaking to reimburse receipt by the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(d) As used in this Paragraph 84, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.and

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Fund any person for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing ; provided, however, that nothing herein contained shall be construed to protect the Administrator against any liability to the Fund, its shareholders, the Administrator, as investment adviser to the Fund, or any sub-investment adviser Fund to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of legal counsel to the Fund, or of counsel of the Administrator's choosing upon approval of an officer of the Fund, which approval shall not be unreasonably withheld, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors Fund's accounting experts, or of accounting experts of the Administrator's choosing upon approval of an officer of the Fund, which approval shall not be unreasonably withheld, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s 's willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s 's good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it the Administrator is entitled to such indemnification and if the directors Directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors Directors of the Fund who are neither “"interested persons” " of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent "Disinterested Non-Party Directors”") or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnification. D(d) As used in this Paragraph 84, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall not be liable to the Trust or any Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. Nothing herein contained shall be construed to protect the Administrator against any liability to the FundTrust, its shareholders, the Administrator, as investment adviser to the a Fund, or any sub-investment adviser shareholders to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, at the expense of the Trust, (i) with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the FundTrust, and (ii) with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the FundTrust. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund Trust, on behalf of each Fund, agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in connection with the performance of its duties hereunder, except such as may arise from the Administrator’s 's willful misfeasance, bad faith, gross negligence in the performance of its duties or by reckless disregard of its obligations and duties hereunder. The Fund Subject to requirements of applicable laws, such expenses shall make be paid by the Trust in advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard final disposition of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) any matter upon invoice by the Administrator and receipt by the Trust of an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(d) As used in this Paragraph 8section 4, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund Trust contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A) The Administrator shall not be liable Notwithstanding anything herein to the Fund for any error of judgment or mistake of law or for any loss arising out of any act or omission contrary, this Agreement has been countersigned by [_______________] not in its individual capacity but solely in its capacity as Administrator and in no event shall the Administrator in its individual capacity have any liability for the performance representations, warranties, covenants, agreements or other obligations of its duties the Issuer hereunder. Nothing herein contained , as to all of which recourse shall be construed to protect the Administrator against any liability had solely to the Fund, its shareholders, assets of the Issuer. The Depositor and Xxxxxx Brothers Inc. shall hereby agree to jointly and severally indemnify the Administrator, as investment adviser to the FundCertificate Paying Agent, the Certificate Registrar and the Securities Intermediary against any and all loss, liability or any sub-investment adviser to which the Administrator shall otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the Fund, at the expense of the Fund, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and opinion of the independent auditors of the Fund, at the expense of the Fund. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C) The Fund agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal attorney’s fees) and liabilities reasonably incurred by the Administrator any of them in connection with the performance of its their respective duties hereunderunder the Related Agreements. The Administrator, except the Certificate Paying Agent, the Certificate Registrar and the Securities Intermediary shall notify each of the Issuer, the Depositor and Xxxxxx Brothers Inc. (collectively the “Indemnifying Parties”) promptly of any claim for which it may seek indemnity. Failure by any such as may arise from party to so notify Indemnifying Parties, shall not relieve the Administrator’s willful misfeasance, bad faith, gross negligence in the performance Indemnifying Parties of its duties or by reckless disregard of its their obligations and duties hereunder. The Fund Indemnifying Parties shall make advance payments in connection with defend any such claim, and the Administrator, the Certificate Paying Agent and the Securities Intermediary may have separate counsel and the Indemnifying Parties shall pay the fees and expenses of defending such counsel. The Indemnifying Parties need not reimburse any action with respect expense or indemnify against any loss, liability or expense incurred by the Administrator, the Certificate Paying Agent, the Certificate Registrar or the Securities Intermediary to which the extent attributable to any such party’s own willful misconduct, negligence or bad faith. Each of such parties shall be third-party beneficiaries of this Section 21 and shall be entitled to rely upon and to directly enforce this Section. The payment and indemnification might be sought hereunder if the Fund receives a written affirmation obligations of the Administrator’s good faith belief that Indemnifying Parties under the standard Related Agreements shall survive the resignation or removal of conduct necessary for indemnification has been met either of such parties and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification termination of this Agreement and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) the Administrator shall provide a security for this undertaking; (B) the Fund shall be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the Administrator ultimately will be found entitled to indemnificationRelated Agreements. D) As used in this Paragraph 8, the term “Administrator” shall include any affiliates of the Administrator performing services for the Fund contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.

Limitation of Liability of the Administrator; Indemnification. A(a) The Administrator shall exercise its best judgment in rendering its services pursuant to this Agreement. The Administrator shall not be liable to the Fund Company or the Investment Adviser for any error of judgment or mistake of law or for any loss arising out of any act or omission by the Administrator in the performance of its duties hereunder. In addition, the Administrator shall not be liable to the company or the Investment Adviser for any loss arising out of any act or omission by the Dreyfus Corporation in the performance of its duties as the previous administrator of the Capital Value Fund pursuant to a Sub-Investment Advisory and Administration Agreement dated July 25, 1996 (the "Dreyfus Agreement") between the Company, on behalf of the Capital Value Fund, and The Dreyfus Corporation. Nothing herein contained shall be construed to protect the Administrator against any liability to the FundCompany, its shareholders, the Administrator, as investment adviser to the Fund, Investment Adviser or any sub-investment adviser to which the Administrator shall otherwise be by subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reckless disregard of its obligations and duties hereunder. B(b) The Administrator may, with respect to questions of law, apply for and obtain the advice and opinion of counsel to the FundCompany or of its own counsel upon approval of an officer of the Company, which shall not be unreasonably withheld, at the expense of the FundCompany, and with respect to the application of generally accepted accounting principles or Federal tax accounting principles, apply for and obtain the advice and or opinion of the independent auditors of the Fund, accounting experts at the expense of the FundCompany. The Administrator shall be fully protected with respect to any action taken or omitted by it in good faith in conformity with such advice or opinion. C(c) The Fund Company agrees to indemnify and hold harmless the Administrator from and against all charges, claims, expenses (including legal fees) and liabilities reasonably incurred by the Administrator in or by reason of any action, suit, investigation or other proceeding arising out of or based upon (i) any action actually taken or allegedly taken or omitted by the Administrator in connection with the performance of its duties hereunderhereunder or (ii) any action actually taken or omitted by the Dreyfus Corporation in connection with the performance of its duties as previous administrator of the Capital Value Fund pursuant to the Dreyfus Agreement. Notwithstanding the preceding sentence, except such as may arise from nothing contained herein shall protect or be deemed to protect the Administrator against or entitle or be deemed to entitle the Administrator to indemnification by reason of the Administrator’s 's willful misfeasance, bad faith, faith or gross negligence in the performance of its duties duties, or by reason of its reckless disregard of its obligations and duties hereunder. The Fund Such expenses shall make be paid by the Company in advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Fund receives a written affirmation of the Administrator’s good faith belief that the standard final disposition of conduct necessary for indemnification has been met and a written undertaking to reimburse the Fund unless it is subsequently determined that it is entitled to such indemnification and if the directors of the Fund determine that the facts then known to them would not preclude indemnification. In addition, at least one of the following conditions must be met: (A) matter upon invoice by the Administrator and receipt by the Company of an undertaking from the Administrator to repay such amounts if it shall provide a security for this undertaking; (B) the Fund shall ultimately be insured against losses arising by reason of any lawful advances; or (C) a majority of a quorum consisting of directors of the Fund who are neither “interested persons” of the Fund (as defined in Section 2(a)(19) of the 0000 Xxx) nor parties to the proceeding (“Independent Directors”) or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe established that the Administrator ultimately will be found is not entitled to indemnificationpayment of such expenses hereunder. D(d) As used in this Paragraph 84, the term “"Administrator” " shall include any affiliates of the Administrator performing services for the Fund Funds contemplated hereby and directors, officers, agents and employees of the Administrator and such affiliates.