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

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees and hold them harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other corporate agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Fund or any other service rendered to the Fund hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder Administrator shall include indemnify and hold harmless the right Fund and each Portfolio from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities arising out of or attributable to reasonable advances any action or failure or omission to act by the Administrator as a result of defense expenses in the event of any pending Administrator's willful misfeasance, bad faith or threatened litigation with respect to which indemnification hereunder may ultimately be meritednegligence. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFund, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and reasonably satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse reimburse, subject and pursuant to the provisions of this Article 5, the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult outside counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any , other than documents signed or presented by officers, directors, employees or and other corporate agents of the Trust until receipt of written notice thereof from the TrustAdministrator.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, hereunder except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. Any person(As used in this Article 7, even though also an employeethe term “Administrator” shall include Trustees, or agent officers, employees and other agents of the Administrator, who may Administrator as well as that entity itself.) Under no circumstances shall the Administrator be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services liable to the Trust for consequential, indirect or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by itpunitive damages. So long as the Administrator Administrator, or its agents, acts in with good faith and with due diligence and without negligencegross negligence in the performance of its duties, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Trust of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall not be protected in held liable acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from Trust. Nothing herein shall make the TrustAdministrator liable for the performance or omission of unaffiliated third parties not under the Administrator’s reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal delivery services, telecommunications providers and processing and settlement services.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall will not be liable for any error of judgment or mistake of law or for any loss arising out suffered by the Trust or its shareholders in connection with the performance of any act or omission in carrying out its duties hereunderunder this Agreement, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties, or by reason of from the reckless disregard by it of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees and hold them harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult with counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or nor accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall notify the Trust if at any time Administrator believes that it is in need of the advice of counsel (other than counsel in the regular employ of Administrator or any affiliated companies) with regard to Administrator’s responsibilities and duties specific to the Trust pursuant to this Agreement. After so notifying the Trust, Administrator, at its discretion, shall be protected in acting entitled to seek, receive and act upon any document which it reasonably believes advice of legal counsel of its choosing, the reasonable fees and expenses of such counsel to be genuine and to have been signed or presented by at the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents expense of the Trust until receipt unless relating to a matter involving Administrator’s willful misfeasance, bad faith, negligence or reckless disregard of Administrator’s responsibilities and duties hereunder, and Administrator shall in no event be liable to the Trust or any shareholder or beneficial owner of the Trust for any action reasonably taken pursuant to such advice. As to the services to be provided hereunder, Administrator may rely conclusively upon the terms of the Prospectuses and Statement of Additional Information of the Company, if any, as of their respective dates (as modified from time to time by disclosure in shareholder reports, press releases, privacy statements, or the Trust’s website) as well as the minutes of Board meetings (if applicable) and other records of the Trust unless Administrator receives written notice thereof instructions to the contrary in a timely manner from the Trust. RFS shall maintain adequate and reliable computer and other equipment necessary or appropriate to carry out its obligations under this Agreement. Upon the Trust’s reasonable request, RFS shall provide supplemental information concerning the aspects of its disaster recovery and business continuity plan that are relevant to the services provided hereunder. Notwithstanding the foregoing or any other provision of this Agreement, RFS assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control. Events beyond RFS’s reasonable control include, without limitation, force majeure events. Force majeure events include natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its reasonable control, RFS shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other corporate agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Fund or any other service rendered to the Fund hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder Administrator shall include indemnify and hold harmless the right Fund and each Portfolio from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities arising out of or attributable to reasonable advances any action or failure or omission to act by the Administrator as a result of defense expenses in the event of any pending Administrator's willful misfeasance, bad faith or threatened litigation with respect to which indemnification hereunder may ultimately be meritednegligence. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFund, but failure to do so in good faith shall not affect the Administrator's rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and reasonably satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse reimburse, subject and pursuant to the provisions of this Article 5, the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult outside counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any , other than documents signed or presented by officers, directors, employees or and other corporate agents of the Trust until receipt of written notice thereof from the TrustAdministrator.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligencediligence, the each Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trusts or any other service rendered to the Trusts hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the a Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Each Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the a Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the a Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the a Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the a Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the a Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, hereunder except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. Any person(As used in this Article 7, even though also an employeethe term "Administrator" shall include Trustees, or agent officers, employees and other agents of the Administrator, who may Administrator as well as that entity itself.) Under no circumstances shall the Administrator be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services liable to the Trust for consequential, indirect or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by itpunitive damages. So long as the Administrator Administrator, or its agents, acts in with good faith and with due diligence and without negligencegross negligence in the performance of its duties, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Trust of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall not be protected in held liable acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from Trust. Nothing herein shall make the TrustAdministrator liable for the performance or omission of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal delivery services, telecommunications providers and processing and settlement services.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemeddeemed when acting in that capacity, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. So long as the Administrator acts in good faith and with due diligence and without negligencewillful misfeasance, bad faith or negligence in the performance of its duties or without reckless disregard of its obligations and duties hereunder, the Trust Trust, on behalf of each Fund, assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees and hold them harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The Administrator shall indemnify the Trust, its employees, agents, directors, officers and nominees and hold them harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly out of the Administrator’s actions taken or non-actions with respect to the performance of services hereunder to the extent that the Administrator does not act in good faith or acts with willful misfeasance, bad faith or negligence in the performance of its duties or with reckless disregard of its obligations and duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. Under no circumstances will the Administrator be liable for any indirect, incidental, consequential or special damages (including, without limitation, lost profits) of any form, whether or not foreseeable and regardless of the type of action in which such a claim may be brought, with respect to the Administrator’s performance hereunder. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 7, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other corporate agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Fund or any other service rendered to the Fund hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFund, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out from any action which the Administrator takes or does not take (i) at the request, on the direction of or in reliance on the advice of the Administrator’s actions taken Trust pursuant to this agreement or non-actions with respect to the performance of services hereunder(ii) upon oral or written instructions. The indemnity and defense provisions provision set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the written opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees and hold them harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of -------------------------------------------- the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include officers, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to the Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may may, with the prior consent of Aetos Alternatives Management, LLC, the Fund's investment manager (the "Manager"), consult counsel for the Trust Fund or its own counsel and with accountants and other experts experts, at the Fund's expense, with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund. Nothing herein shall make the Administrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator is entitled to rely on the price information provided by the underlying funds in which the Fund invests, brokers and custodians (provided such brokers and custodians are satisfactory to the Manager) in order to calculate the Fund's net asset value (and the value of members' capital accounts based upon such valuation) and the Administrator shall not be liable for any valuation errors resulting from the use of such information.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligencenegligence or reckless disregard of its obligations hereunder, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The Administrator agrees to indemnify and hold harmless the Company, its employees, agents, Directors, officers and nominees from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all judgements, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Administrator's bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties, with respect to the performance of services under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust indemnifying party may be asked to indemnify or hold the Administrator other party harmless, the Trust indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator indemnified party will use all reasonable care to identify and notify the Trust indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The Trust indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust indemnifying party and satisfactory to the Administratorother party, whose approval shall not be unreasonably withheld. In the event that the Trust indemnifying party elects to assume the defense of any suit and retain counsel, the Administrator indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the Trust indemnifying party does not elect to assume the defense of a suit, it will reimburse the Administrator other party for the reasonable fees and expenses of any counsel retained by the Administratorother party. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction instructions or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term “Administrator” shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out from any action which the Administrator takes or does not take (i) at the request, on the direction of or in reliance on the advice of the Administrator’s actions taken Fund pursuant to this Agreement or non-actions with respect to the performance of services hereunder(ii) upon oral or written instructions. The indemnity and defense provisions provision set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the written opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other corporate agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Fund or any other service rendered to the Fund hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited; provided, however, that in the event that it is ultimately determined that indemnification is not warranted, any such amounts advanced hereunder shall be repaid. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFund, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult outside counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligencenegligence or reckless disregard of its obligations and duties hereunder, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the administration services described herein or any other service rendered to the Trust hereunder. The Administrator agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, payments, reasonable counsel fees and disbursements and other expenses of every nature and character (including reasonable investigation expenses) arising directly or indirectly out of or in any way relating to the Administrator’s actions taken 's bad faith, willful misfeasance, negligence or non-actions reckless disregard by it of its obligations and duties with respect to the performance of services hereunderunder this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust indemnifying party may be asked to indemnify or hold the Administrator other party harmless, the Trust indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator indemnified party will use all reasonable care to identify and notify the Trust indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The Trust indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust indemnifying party and satisfactory to the Administratorother party, whose approval shall not be unreasonably withheld. In the event that the Trust indemnifying party elects to assume the defense of any suit and retain counsel, the Administrator indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the Trust indemnifying party does not elect to assume the defense of a suit, it will reimburse the Administrator indemnified party for the reasonable fees and expenses of any counsel retained by the Administratorother party. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction instructions or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other corporate agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Fund or any other service rendered to the Fund hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder Administrator shall include indemnify and hold harmless the right Fund and each Portfolio from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities arising out of or attributable to reasonable advances any action or failure or omission to act by the Administrator as a result of defense expenses in the event of any pending Administrator's willful misfeasance, bad faith or threatened litigation with respect to which indemnification hereunder may ultimately be meritednegligence. In order that the indemnification provision contained herein in the second paragraph of this Article 5 shall apply, however, it is understood that if in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFund, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and reasonably satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse reimburse, subject and pursuant to the provisions of this Article 5, the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult outside counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any , other than documents signed or presented by officers, directors, employees or and other corporate agents of the Trust until receipt of written notice thereof from the TrustAdministrator.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from the willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include officers, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itor of third parties described in Article 2.) Under no circumstances shall the Administrator be liable to any Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust each Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust a Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise such Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust a Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust In no event shall any Fund have an indemnification obligation to the Administrator in connection with any matter solely involving any other Fund. Each Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust a Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust such Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust a Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust a Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust a Fund at any time for instructions instructions. Additionally, in the event that a Fund has defaulted on its obligations to a creditor, lender or financer, the Administrator may apply to such Fund's custodian, or its creditor, lender or financer for instructions, to the extent that such action is authorized in a separate instrument executed by such Fund and such creditor, lender or financer. The Administrator may consult counsel for the Trust a Fund or its own counsel counsel, a Fund's custodian, and with accountants and other experts experts, at such Fund's expense, with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction from any Fund (or, in the event of default described above, from any Fund's custodian, creditor, lender or financer) or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust any Fund until receipt of written notice thereof from such Fund. Nothing herein shall make the TrustAdministrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator may, from time to time, provide to the Funds services and products ("Special Third Party Services") from external third party sources that are telecommunication carriers, record retention service providers, financial printers, mailing and delivery service providers, Pricing Sources, data feed providers or other similar service providers ("Special Third Party Vendors"). Each Fund acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, each Fund shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that a Fund place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. Each Fund further acknowledges and agrees that all Special Third Party Services are provided on an "AS IS WITH ALL FAULTS" basis solely for such Fund's internal use in connection with the receipt of the Services. Each Fund may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such Fund's investors, however no Fund shall distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES. NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY A FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. The Administrator is entitled to rely on the price information provided by the underlying funds into which a Fund invests, brokers and custodians in order to calculate such Fund's net asset value (and the value of Members' capital accounts based upon such valuation) and the Administrator shall not be liable for any valuation errors resulting from the use of such information; provided, however, that upon receipt of notice that a Valuation Committee of the Board of Managers of each Fund has determined that another method of calculating the value of a security is to be used, the Administrator may rely only on the value of that security determined in accordance with such notice.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and , with due diligence and without negligenceis not otherwise negligent in the performance of its duties, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder Administrator shall include indemnify and hold the right Trust harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses and attorney's fees) arising directly or indirectly out of losses, liabilities or damages resulting from the willful misfeasance, bad faith or gross negligence of the Administrator of said administrative relationship to reasonable advances the Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be meritedthis Agreement. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case an indemnifying party (the Trust “Indemnifying Party”) may be asked to indemnify or hold an indemnified party (the Administrator “Indemnified Party”) harmless, the Trust Indemnifying Party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator Indemnified Party will use all reasonable care to identify and notify the Trust Indemnifying Party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustIndemnified Party, but failure to do so in good faith shall not affect effect the rights hereunder. The Trust An Indemnifying Party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust an Indemnifying Party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust an Indemnifying Party and satisfactory to the AdministratorIndemnified Party, whose approval shall not be unreasonably withheld. In the event that the Trust an Indemnifying Party elects to assume the defense of any suit and retain counsel, the Administrator Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If the Trust an Indemnifying Party does not elect to assume the defense of a suit, it will reimburse the Administrator Indemnified Party for the reasonable fees and expenses of any counsel retained by the AdministratorIndemnified Party. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Fund or any other service rendered to the Fund hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFund, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include Trustees, even though also an employeeofficers, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to the Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken any act or non-actions with respect to the performance omission of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund. Nothing herein shall make Administrator liable for the performance or omissions of unaffiliated third parties not under Administrator's reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself..) So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term “Administrator” shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions action with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 7, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other corporate agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator acts in good faith and with due diligence and without gross negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and and, except for direct, non-derivative actions by the Company, shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term “Administrator” shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The Subject to applicable laws and regulations, the rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person, even though also an employee, or agent of the Administrator, who may be or become an officer, TrusteeBoard member, employee or agent of the Trust Company or the Funds Fund shall be deemed, when rendering services to the Trust Company or the FundsFund, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees and hold them harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of -------------------------------------------- the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to the Company for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith the performance of its duties, or by reason of reckless disregard of its obligations and with due diligence and without negligenceduties hereunder, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect administration, accounting, and dividend disbursing relationships to the performance of services Company under this Agreement or any other service rendered to the Company hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Company until receipt of written notice thereof from the TrustCompany. Nothing herein shall make Administrator liable for the performance or omissions of unaffiliated, nationally or regionally recognized third parties such as, by way of example and not limitation, Airborne Services, Federal Express, UPS, the U.S. Mails, AT & T, Sprint, MCI and other delivery, telecommunications and other companies not under Administrator's reasonable control, and third parties not under Administrator's reasonable control providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), transfer agents and custodian banks.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include officers, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to the Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts experts, at the Fund's expense, with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund. Nothing herein shall make the Administrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator is entitled to rely on the price information provided by the underlying funds into which the Fund invests, brokers and custodians in order to calculate the Fund's net asset value (and the value of investors' capital accounts based upon such valuation) and the Administrator shall not be liable for any valuation errors resulting from the use of such information.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, hereunder except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. Any person(As used in this Article 6, even though also an employeethe term "Administrator" shall include Trustees, or agent officers, employees and other agents of the Administrator, who may Administrator as well as that entity itself.) Under no circumstances shall the Administrator be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services liable to the Trust for consequential, indirect or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by itpunitive damages. So long as the Administrator Administrator, or its agents, acts in with good faith and with due diligence and without negligencegross negligence in the performance of its duties, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Trust of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall not be protected in held liable acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from Trust. Nothing herein shall make the TrustAdministrator liable for the performance or omission of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal delivery services, telecommunications providers and processing and settlement services.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, hereunder except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. Any person(As used in this Article 6, even though also an employeethe term “Administrator” shall include Trustees, or agent officers, employees and other agents of the Administrator, who may Administrator as well as that entity itself.) Under no circumstances shall the Administrator be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services liable to the Trust for consequential, indirect or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by itpunitive damages. So long as the Administrator Administrator, or its agents, acts in with good faith and with due diligence and without negligencegross negligence in the performance of its duties, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Trust of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall not be protected in held liable acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from Trust. Nothing herein shall make the TrustAdministrator liable for the performance or omission of unaffiliated third parties not under the Administrator’s reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal delivery services, telecommunications providers and processing and settlement services.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent officers, employees and other agents of the Administrator, who may Administrator as well as that entity itself.) Under no circumstances shall the Administrator be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services liable to the Trust for consequential, indirect or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by itpunitive damages. So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect administration, accounting, and dividend disbursing relationships to the performance of services Trust under this Agreement or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision provisions contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. In no event and under no circumstances shall either party to this Agreement be liable to anyone, including, without limitation, the other party, for consequential damages for any act or failure to act under any provision of this Agreement if advised of the possibility thereof. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include officers, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to the Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts experts, at the Fund's expense, with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund. Nothing herein shall make the Administrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator is entitled to rely on the price information provided by the underlying funds into which the Fund invests, brokers and custodians in order to calculate the Fund's net asset value (and the value of Shareholders' capital accounts based upon such valuation) and the Administrator shall not be liable for any valuation errors resulting from the use of such information.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 6, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include officers, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to the Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agent, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence and without negligencethe performance of its duties, the Trust assumes full responsibility and Fund shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may may, with the prior consent of Xxxxxxxxxx Investors, LLC, the Fund's investment manager (the "Investment Manager"), consult counsel for the Trust Fund or its own counsel and with accountants and other experts experts, at the Fund's expense, with respect to any matter arising in connection with the Administrator’s duties's duties hereunder, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund. Nothing herein shall make the Administrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator is entitled to rely on the price information provided by the underlying funds in which the Fund invests, brokers and custodians (provided such brokers and custodians are satisfactory to the Investment Manager in its sole discretion) in order to calculate the Fund's net asset value (and the value of Members' capital accounts based upon such valuation) and the Administrator shall not be liable for any valuation errors resulting from the use of such information.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include Trustees, even though also an employeeofficers, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to Trust for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken any act or non-actions with respect to the performance omission of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust shall be fully and promptly advised of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from Trust. Nothing herein shall make Administrator liable for the Trustperformance or omissions of unaffiliated third parties not under Administrator's reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall use its best efforts to ensure the accuracy of all services performed under this Agreement, but shall not be liable to the Company for any error action taken or omitted by Administrator in the absence of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunderbad faith, except a loss resulting from willful misfeasance, bad faith negligence or negligence in the performance of its duties, or by reason of from reckless disregard by it of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified herebyduties. Any person, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services The Company agrees to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party indemnify and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the hold harmless Administrator, its employees, agents, directors, officers and nominees and hold them harmless from and against any and all actionsclaims, suits demands, actions and claimssuits, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, other expenses of every nature and liabilities (including reasonable investigation expenses) character arising directly or indirectly out of the or in any way relating to Administrator’s 's actions taken or non-actions omissions with respect to the performance of services hereunderunder this Agreement or based, if applicable, upon reasonable reliance on information, records, instructions or requests given or made to Administrator by the Company, provided that this indemnification shall not apply to actions or omissions of Administrator in cases of its own bad faith, willful misfeasance, negligence or from reckless disregard by it of its obligations and duties. The indemnity and defense provisions set forth herein shall indefinitely survive the termination For purposes of this Agreement, actions or omissions by any BISYS Entity or its employees, agents, directors, officers or nominees made in any capacity shall be deemed to be actions or omissions by Administrator. Any actions or omissions by a person who is both an officer or employee of the Company and an officer or employee of any BISYS Entity shall be deemed to have been committed solely in such person's capacity as an officer or employee of such BISYS Entity. The rights hereunder shall include Company's agreement to indemnify Administrator, its partners and employees and any such controlling person, as aforesaid, is expressly conditioned upon the right to reasonable advances of defense expenses in the event Company being notified of any pending action brought against Administrator, its partners or threatened litigation employees, or any such controlling person, such notification to be given in accordance with Article 12 hereof within 10 days after the summons or other first legal process shall have been served. The failure to so notify the Company of any such action shall not relieve the Company from any liability which the Company may have to the person against whom such action is brought by reason of any such untrue, or allegedly untrue, statement or omission, or alleged omission, otherwise than with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of incremental liabilities resulting from such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunderfailure. The Trust shall Company will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Trust Company and satisfactory to the approved by Administrator, whose which approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any such suit and retain counselcounsel of good standing approved by Administrator, the Administrator defendant or defendants in such suit shall bear the fees and expenses of any additional counsel retained by it. If any of them; but in case the Trust Company does not elect to assume the defense of a any such suit, it or in case Administrator reasonably does not approve of counsel chosen by the Company, the Company will reimburse Administrator, its partners and employees, or the Administrator controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the AdministratorAdministrator or them. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust or its own counsel Company and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any reasonable action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Funds assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees and hold them harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses (subject to a finding by a majority of the Trustees of the Funds who are not “interested persons” (as that term is defined in the 0000 Xxx) that reason exists to believe that the Administrator ultimately will be entitled to indemnification) in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Funds may be asked to indemnify or hold the Administrator harmless, the Trust Funds shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFunds, but failure to do so in good faith shall not affect the rights hereunder. The Trust Funds shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects Funds elect to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Funds and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects Funds elect to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does Funds do not elect to assume the defense of a suit, it they will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Funds at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Fund until receipt of written notice thereof from the TrustFunds.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include officers, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. So long as well as that entity itself.) Under no circumstances shall the Administrator acts in good faith be liable to the Fund for consequential, indirect or punitive damages. The Fund agrees to indemnify, defend and with due diligence hold harmless the Administrator and without negligenceits affiliates, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agentsincluding their respective officers, directors, officers agents and nominees and hold them harmless employees from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, coststaxes, charges, reasonable counsel fees and disbursementsexpenses, paymentsassessments, expenses claims, costs and liabilities (including including, without limitation, reasonable investigation expensesattorneys' fees and disbursements and liabilities arising under the Federal securities laws and any state and foreign securities and blue sky laws) arising directly or indirectly out from any action or omission to act which the Administrator takes relating to its duties hereunder; provided, however, that neither the Administrator nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by the Administrator's or its affiliates' own willful misfeasance, bad faith, negligence or reckless disregard in the performance of the Administrator’s actions taken or non-actions with respect to the performance of services hereunder's activities under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts experts, at the Fund's expense, with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund. Nothing herein shall make the Administrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator is entitled to rely on the price information provided by the underlying funds into which the Fund invests, brokers and custodians or, if the Fund's valuation committee has determined that an underlying fund should be valued differently than the price or prices provided by the custodians, the price provided by the Fund's valuation committee, in order to calculate the Fund's net asset value (and the value of Interestholders' capital accounts based upon such valuation) and the Administrator shall not be liable for any valuation errors resulting from the use of such information.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other corporate agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator acts in good faith and with due diligence and without gross negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from the willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include officers, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itor of third parties described in Article 2.) Under no circumstances shall the Administrator be liable to any Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust each Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust a Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise such Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust a Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust In no event shall any Fund have an indemnification obligation to the Administrator in connection with any pending or threatened litigation solely involving any other Fund. Each Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust a Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust such Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust a Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust a Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust any Fund at any time for instructions and may consult counsel for the Trust Funds or its own counsel and with accountants and other experts experts, at the Funds' expense, with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust any Fund until receipt of written notice thereof from such Fund. Nothing herein shall make the TrustAdministrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator may, from time to time, provide to the Funds services and products ("Special Third Party Services") from external third party sources that are telecommunication carriers, record retention service providers, financial printers, mailing and delivery service providers, Pricing Sources, data feed providers or other similar service providers ("Special Third Party Vendors"). Each Fund acknowledges and agrees that the Special Third Party Services are confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, each Fund shall honor requests by the Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property including requests that a Fund place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. Each Fund further acknowledges and agrees that all Special Third Party Services are provided on an "AS IS WITH ALL FAULTS" basis solely for such Fund's internal use in connection with the receipt of the Services. Each Fund may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support such Fund's investors, however no Fund shall distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES. NEITHER THE ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY A FUND IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES. The Administrator is entitled to rely on the price information provided by the underlying funds into which a Fund invests, brokers and custodians in order to calculate such Fund's net asset value (and the value of Members' capital accounts based upon such valuation) and the Administrator shall not be liable for any valuation errors resulting from the use of such information; provided, however, that upon receipt of notice that a Valuation Committee of the Board of Managers of each Fund has determined that another method of calculating the value of a security is to be used, the Administrator may rely only on the value of that security determined in accordance with such notice.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss loss, action or error resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to shall notify the Trust at any time for instructions the Administrator believes that it is in need of the advice of counsel with regard to the Administrator's responsibilities and may consult duties pursuant to this Agreement; if the Administrator wishes to seek the advice of legal counsel for of its own choosing it must first notify the Trust and seek its approval, which shall not be unreasonably withheld, such advice to be at the expense of the Trust or its own counsel and with accountants and other experts Funds unless relating to a matter involving the Administrator's willful misfeasance, bad faith, gross negligence or reckless disregard with respect to any matter arising in connection with the Administrator’s duties, 's responsibilities and duties hereunder and the Administrator shall not in no event be liable to the Trust or accountable any Fund or any shareholder or beneficial owner of the Trust for any action reasonably taken or omitted by it in good faith in accordance with pursuant to such instruction or with advice. Also, the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include Trustees, even though also an employeeofficers, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to the Trusts for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust assumes Trusts assume full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the a Trust may be asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the applicable Trust shall be fully and promptly advised of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Trusts until receipt of written notice thereof from the TrustTrusts. Nothing herein shall make the Administrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and and, except for direct, non-derivative actions by the Trust, shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions inactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees and hold them harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.contained

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and faith, with due diligence and without negligenceis not otherwise negligent in the performance of its duties, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out out-of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder Administrator shall include indemnify and hold the right Trust harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses and attorney's fees) arising directly or indirectly out of losses, liabilities or damages resulting from the willful misfeasance, bad faith or gross negligence of the Administrator of said administrative relationship to reasonable advances the Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be meritedthis Agreement. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case an indemnifying party (the Trust "Indemnifying Party") may be asked to indemnify indemnity or hold an indemnified party (the Administrator "Indemnified Party") harmless, the Trust Indemnifying Party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator Indemnified Party will use all reasonable care to identify and notify the Trust Indemnifying Party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustIndemnified Party, but failure to do so in good faith shall not affect effect the rights hereunder. The Trust An Indemnifying Party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust an Indemnifying Party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust an Indemnifying Party and satisfactory to the AdministratorIndemnified Party, whose approval shall not be unreasonably withheld. In the event that the Trust an Indemnifying Party elects to assume the defense of any suit and retain counsel, the Administrator Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If the Trust an Indemnifying Party does not elect to assume the defense of a suit, it will reimburse the Administrator Indemnified Party for the reasonable fees and expenses of any counsel retained by the AdministratorIndemnified Party. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of -------------------------------------------- the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as the Administrator itself.) In addition, the Administrator shall not be liable for any act or omission in carrying out its duties hereunder, relating to, or resulting from, the performance or non-performance of the Luxembourg Administrator, including, without limitation, the failure of the Luxembourg Administrator to cooperate with the Administrator and to provide accurate information in a timely manner. So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the -------------------------------------------- Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to the Company for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith the performance of its duties, or by reason of reckless disregard of its obligations and with due diligence and without negligenceduties hereunder, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect administration, accounting, and dividend disbursing relationships to the performance of services Company under this Agreement or any other service rendered to the Company hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Company until receipt of written notice thereof from the TrustCompany. Nothing herein shall make Administrator liable for the performance or omissions of unaffiliated, nationally or regionally recognized third parties such as, by way of example and not limitation, Airborne Services, Federal Express, UPS, the U.S. Mails, AT&T, Sprint, MCI and other delivery, telecommunications and other companies not under Administrator's reasonable control, and third parties not under Administrator's reasonable control providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), transfer agents and custodian banks.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include Trustees, even though also an employeeofficers, or agent employees and other agents of the Administrator, who may Administrator as well as that entity itself.) Under no circumstances shall the Administrator be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services liable to the Trust for consequential, indirect or punitive damages. Under no circumstances shall the Funds, Administrator's liability with respect to any event giving rise to a claim under this Agreement exceed the greater of (i) $750,000 or acting on any business of that party, (ii) the aggregate amount paid by the Trust to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by itas fees during the 12 months prior to the event giving rise to the claim. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights of the Administrator hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be meritedmerited upon receipt of an undertaking by the Administrator to repay such amounts if it shall ultimately be determined that the Administrator is not entitled to be indemnified by the Trust hereunder. In order that the indemnification provision provisions contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunderhereunder unless such failure has a material adverse effect on the Trust's ability to defend the claim. In no event and under no circumstances shall the Administrator be liable to anyone, including, without limitation, the Trust, for consequential, indirect or punitive damages for any act or failure to act under any provision of this Agreement. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult legal counsel for the Trust or its own legal counsel and with or accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the . The Administrator shall not be liable or accountable hereunder for any action taken or omitted by it in good faith in accordance with such instruction instructions from the Trust or with the opinion of such legal counsel to the Trust, or legal counsel, accountants or other expertsexperts chosen by the Administrator and reasonably acceptable to the Trust. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust. Nothing herein shall make the Administrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds Fund shall be deemed, when rendering services to the Trust or the FundsFund, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees and hold them harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses (subject to a finding by a majority of the Trustees of the Fund who are not “interested persons” (as that term is defined in the 0000 Xxx) that reason exists to believe that the Administrator ultimately will be entitled to indemnification) in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFund, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Fund until receipt of written notice thereof from the TrustFund.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include Trustees, even though also an employeeofficers, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to Trust for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken any act or non-actions with respect to the performance omission of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The Administrator undertakes to hold harmless and indemnify Trust (including its delegates, its officers, directors and employees) on its own behalf and on behalf of its delegates, servants and agents against all actions, proceedings and claims (including claims of any person purporting to be the beneficial owner of any part of the assets of Trust) and against all costs, demands, liabilities and expenses (including legal expenses) which may be brought against, suffered or incurred by Trust (including its delegates, its officers, directors and employees) arising from the gross negligence, bad faith, fraud or wilful default or failure of the Administrator (including its delegates, servants or agents) to use reasonable skill and care and due diligence in performing its duties and obligations hereunder. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Administrator shall promptly advise the Trust shall be fully and promptly advised of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from Trust. Nothing herein shall make Administrator liable for the Trustperformance or omissions of unaffiliated third parties not under Administrator's reasonable control such as, by way of example and not limitation, transfer agents, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include officers, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to the Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may may, with the prior consent of Aetos Alternatives Management, LLC, the Fund's investment manager (the "Manager"), consult counsel for the Trust Fund or its own counsel and with accountants and other experts experts, at the Fund's expense, with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund. Nothing herein shall make the Administrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator is entitled to rely on the price information provided by the underlying funds in which the Fund invests, brokers and custodians (provided such brokers and custodians are satisfactory to the Manager) in order to calculate the Fund's net asset value (and the value of members' capital accounts based upon such valuation) and the Administrator shall not be liable for any valuation errors resulting from the use of such information.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The Subject to applicable laws and regulations, the rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of --------------------------------------------- the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful malfeasance or misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include, or agent of the Administratorwithout limitation, who may be or become an officerdirectors, Trusteeofficers, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. Notwithstanding the foregoing, the Administrator agrees to indemnify and hold harmless the Company, its employees, agents, directors, officers and nominees from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Administrator's bad faith, willful malfeasance or misfeasance, negligence, or reckless disregard by it of its obligations and duties, with respect to the performance of services under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision provisions contained herein shall apply, however, it is understood that if in any case the Trust indemnifying party may be asked to indemnify or hold the Administrator indemnified party harmless, the Trust indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator indemnified party will use all reasonable care to identify and notify the Trust indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The Trust indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust indemnifying party and satisfactory to the Administratorindemnified party, whose approval shall not be unreasonably withheld. In the event that the Trust indemnifying party elects to assume the defense of any suit and retain counsel, the Administrator indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the Trust indemnifying party does not elect to assume the defense of a suit, it will reimburse the Administrator indemnified party for the reasonable fees and expenses of any counsel retained by the Administratorindemnified party. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust or its own counsel Company and with accountants and other experts retained by the Company with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that corporation itself). So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligencethe Trust, on behalf of the Trust Class I Shares, assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance Class I Shares of services the Trust or any other service rendered to the Class I Shares of the Trust hereunder. The indemnity and defense provisions set forth herein shall Shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust on behalf of the Class I Shares may be asked to indemnify or hold the Administrator harmless, the Trust on behalf of the Class I Shares shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust on behalf of the Class I Shares promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustTrust on behalf of the Class I Shares, but failure to do so in good faith shall not affect the rights hereunder. The Trust on behalf of the Class I Shares shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust on behalf of the Class I Shares elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust on behalf of the Class I Shares and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust on behalf of the Class I Shares elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust on behalf of the Class I Shares does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust on behalf of the Class I Shares at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of -------------------------------------------- the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include Trustees, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. So long as the Administrator acts in good faith and with due diligence and without negligencenegligence or reckless disregard of its obligations hereunder, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of said administration, transfer agency, and dividend disbursing relationships to the Trust or any other service rendered to the Trust hereunder. The Administrator agrees to indemnify and hold harmless the Company, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Administrator’s actions taken 's bad faith, willful misfeasance, negligence or non-actions reckless disregard by it of its obligations and duties, with respect to the performance of services hereunderunder this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision provisions contained herein shall apply, however, it is understood that if in any case the Trust indemnifying party may be asked to indemnify or hold the Administrator other party harmless, the Trust indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator indemnified party will use all reasonable care to identify and notify the Trust indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The Trust indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust indemnifying party and satisfactory to the Administratorother party, whose approval shall not be unreasonably withheld. In the event that the Trust indemnifying party elects to assume the defense of any suit and retain counsel, the Administrator indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the Trust indemnifying party does not elect to assume the defense of a suit, it will reimburse the Administrator other party for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trustparty.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratoraffiliates, who may be or become an officerofficers, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The Administrator agrees to indemnify and hold harmless the Company, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Administrator's bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties, with respect to the performance of services under this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision provisions contained herein shall apply, however, it is understood that if in any case the Trust indemnifying party may be asked to indemnify or hold the Administrator other party harmless, the Trust indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator indemnified party will use all reasonable care to identify and notify the Trust indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The Trust indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust indemnifying party and satisfactory to the Administratorother party, whose approval shall not be unreasonably withheld. In the event that the Trust indemnifying party elects to assume the defense of any suit and retain counsel, the Administrator indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the Trust indemnifying party does not elect to assume the defense of a suit, it will reimburse the Administrator other party for the reasonable fees and expenses of any counsel retained by the Administratorother party. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds Portfolios shall be deemed, when rendering services to the Trust or the FundsPortfolios, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees and hold them harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include officers, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to Portfolio Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust Portfolio Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust Portfolio Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise Portfolio Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Portfolio Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust Portfolio Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Portfolio Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Portfolio Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Portfolio Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Portfolio Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Portfolio Fund at any time for instructions and may consult counsel for the Trust Portfolio Fund or its own counsel and with Portfolio Fund accountants and other experts experts, at Portfolio Fund's expense, with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably in good faith believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Portfolio Fund until receipt of written notice thereof from Portfolio Fund. Nothing herein shall make the TrustAdministrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator is entitled to rely on the price information provided by the underlying funds into which Portfolio Fund invests, Portfolio Fund, brokers and custodians in order to calculate Portfolio Fund's net asset value (and the value of members' capital accounts based upon such valuation) and the Administrator shall not be liable for any valuation errors resulting from the use of such information.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratoraffiliates, who may be or become an officerofficers, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity Administrator agrees to indemnify and defense provisions set forth herein shall indefinitely survive hold harmless the termination Company, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Administrator's bad faith willful misfeasance, negligence or from reckless disregard by it of its obligations and duties, with respect to the performance of services under this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.The

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and G:\LEGALSRV\AGREEMEN\CENTURA\ADMNCRP.AGR 5 retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the Administrator shall will be confined to those expressly set forth hereinin this Agreement, and no implied duties are assumed by or may be asserted against the Administrator hereunderunder this Agreement. The Administrator shall will not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunderunder this Agreement, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunderunder this Agreement, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified herebyby this Agreement. Any person(As used in this Paragraph 5, even though also an employeethe term "Administrator" will include Trustees, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall will indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services hereunderFund or any other service rendered to the Fund under this Agreement. The indemnity and defense provisions set forth herein shall in this Agreement will indefinitely survive the termination of this Agreement. The rights hereunder shall under this Agreement will include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder under this Agreement may ultimately be merited. In order that the indemnification provision contained herein shall in this Agreement will apply, however, it is understood that if in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust shall Fund will be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFund, but failure to do so in good faith shall will not affect the rights hereunderunder this Agreement. The Trust shall Fund will be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall will be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall will not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall will bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall will not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall will be protected in acting upon on any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor will the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. Any person(As used in this Article 7, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other corporate agents of the Administrator even though paid by itas well as that corporation itself). So long as the Administrator acts in good faith and with due diligence and without gross negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, reckless disregard or willful misfeasance, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Except as otherwise provided herein, the Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its dutiesduties ("Disqualifying Conduct"), or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent officers, employees and other corporate agents of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of SEI Financial Management Corporation as well as that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. corporation itself.) So long as the Administrator acts in good faith and with due diligence and without gross negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, claims (whether groundless or otherwise, ) and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect performance of administration services to the performance Trust or any other service rendered to the Trust hereunder; provided however, that in no event will the foregoing indemnity be deemed to protect the Administrator unless the Administrator shall have notified the Trust in writing within a reasonable time after the summons or other first legal process giving information of services the nature of the claim shall have been served upon the Administrator, but failure to notify the Trust of any such claim shall not relieve the Trust from any liability that it may have to the Administrator otherwise than on account of the indemnity provided for in this Article 5. The Trust shall be entitled to participate, at its own expense, in the defense of any suit brought to enforce any such liability. The Administrator shall use all reasonable care to identify and notify the Trust promptly of any situation that presents, or appears likely to present, the probability of a claim for indemnification by the Administrator against the Trust hereunder, but failure to do so in good faith shall not affect the rights provided for herein. The Administrator shall indemnify the Trust against and hold it harmless from any and all actions, suits and claims and any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of Disqualifying Conduct on the part of the Administrator. The notice, defense and reimbursement provisions described in the preceding paragraph shall also apply to the Administrator's indemnity. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will shall not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Company or any other service rendered to the Company hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a G:\LEGALSRV\AGREEMENT\TREASURE\ADMNCORP.AGR claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of -------------------------------------------- the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other corporate agents of the Administrator even though paid by itas well as that corporation itself). So long as the Administrator acts in good faith and with due diligence and without gross negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration and dividend disbursing relationships to the performance of services Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect effect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include officers, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to Lexington Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust Lexington Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust Lexington Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise Lexington Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Lexington Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust Lexington Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Lexington Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Lexington Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Lexington Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Portfolio Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Lexington Fund at any time for instructions and may consult counsel for the Trust Lexington Fund or its own counsel and with Lexington Fund accountants and other experts experts, at Lexington Fund's expense, with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably in good faith believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Portfolio Fund until receipt of written notice thereof from Lexington Fund. Nothing herein shall make the TrustAdministrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator is entitled to rely on the price information provided by the underlying funds into which Lexington Fund invests, Lexington Fund, brokers and custodians in order to calculate Lexington Fund's net asset value (and the value of members' capital accounts based upon such valuation) and the Administrator shall not be liable for any valuation errors resulting from the use of such information.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term “Administrator” shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligencediligence, the each Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trusts or any other service rendered to the Trusts hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the a Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Each Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the a Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the a Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the a Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the a Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the a Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions inactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.unreasonably

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include officers, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to the Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts experts, at the Fund's expense, with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officersofficer, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund. Nothing herein shall make the Administrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator is entitled to rely on the price information provided by the underlying funds into which the Fund invests, brokers and custodians in order to calculate the Fund's net asset value (and the value of investors' capital accounts based upon such valuation) and the Administrator shall not be liable for any valuation errors resulting from the use of such information.

Limitation of Liability of the Administrator. The duties of -------------------------------------------- the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth hereinherein or in an amendment hereto, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without bad faith or negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the reasonable probability of such a claim for indemnification against the TrustCompany; however, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Company until receipt of written notice thereof from the TrustCompany.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors and officers of, or agent of the Administratorand persons who control, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any service rendered to the Trust hereunder. The Administrator agrees to indemnify and hold harmless the Company, its Trustees and officers from and against any and all actions suits and claims, whether groundless or otherwise, and from and against any and all judgment, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Administrator’s actions taken 's bad faith willful misfeasance, negligence or non-actions from reckless disregard by it of its obligations and duties, with respect to the performance of services hereunderunder this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The Except for actions, suits or claims brought or threatened against the Administrator by (i) the Trust, or (ii) one or more Shareholders of the Trust, the rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision provisions contained herein shall apply, however, it is understood that if in any case the Trust indemnifying party may be asked to indemnify or hold the Administrator other party harmless, the Trust indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator indemnified party will use all reasonable care to identify and notify the Trust indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The Trust indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust indemnifying party and satisfactory to the Administratorother party, whose approval shall not be unreasonably withheld. In the event that the Trust indemnifying party elects to assume the defense of any suit and retain counsel, the Administrator indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the Trust indemnifying party does not elect to assume the defense of a suit, it will reimburse the Administrator other party for the reasonable fees and expenses of any counsel retained by the Administratorother party. The Administrator may apply to the Trust at any time for instructions and may may, at the Administrator's own expense, consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors and officers of, or agent of the Administratorand persons who control, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any service rendered to the Trust hereunder. The Administrator agrees to indemnify and hold harmless the Company, its Trustees and officers from and against any and all actions suits and claims, whether groundless or otherwise, and from and against any and all judgement, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way relating to the Administrator’s actions taken 's bad faith willful misfeasance, negligence or non-actions from reckless disregard by it of its obligations and duties, with respect to the performance of services hereunderunder this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The Except for actions, suits or claims brought or threatened against the Administrator by (i) the Trust, or (ii) one or more Shareholders of the Trust, the rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision provisions contained herein shall apply, however, it is understood that if in any case the Trust indemnifying party may be asked to indemnify or hold the Administrator other party harmless, the Trust indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator indemnified party will use all reasonable care to identify and notify the Trust indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The Trust indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust indemnifying party and satisfactory to the Administratorother party, whose approval shall not be unreasonably withheld. In the event that the Trust indemnifying party elects to assume the defense of any suit and retain counsel, the Administrator indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the Trust indemnifying party does not elect to assume the defense of a suit, it will reimburse the Administrator other party for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trustparty.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other corporate agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator acts in good faith and faith, with due diligence and without willful misfeasance or gross negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of said administration relationships to the Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The Administrator assumes full responsibility and shall indemnify the Trust and hold it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) solely as a result of the Administrator’s actions taken 's willful misfeasance or non-actions with respect to the performance of services gross negligence in performing its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with certified public accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion or advice of such counsel, accountants or other expertscertified public accountants. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person, even though also an employee, or agent of the Administrator, who may be or become an officer, TrusteeDirector, employee or agent of the Trust or the Funds Fund shall be deemed, when rendering services to the Trust or the FundsFund, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees and hold them harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFund, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust Fund until receipt of written notice thereof from the TrustFund.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out from any action which the Administrator takes or does not take (i) at the request, on the direction of or in reliance on the advice of the Administrator’s actions taken Trust pursuant to this agreement or non-actions with respect to the performance of services hereunder. (ii) upon oral or written instructions.. The indemnity and defense provisions provision set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the written opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of -------------------------------------------- the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with certified public accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion or advice of such counsel, accountants or other expertscertified public accountants. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include directors, even though also an employeeofficers, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to the Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect administration, accounting, and dividend disbursing relationships to the performance of services Fund under this Agreement or any other service rendered to the Fund hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision provisions contained herein shall apply, however, it is understood that if in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFund, but failure to do so in good faith shall not affect the rights hereunder. In no event and under no circumstances shall either party to this Agreement be liable to anyone, including, without limitation, the other party, for consequential damages for any act or failure to act under any provision of this Agreement if advised of the possibility thereof. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include trustees, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out from any action which the Administrator takes or does not take (i) at the request, on the direction of or in reliance on the advice of the Administrator’s actions taken Fund pursuant to this Agreement or non-actions with respect to the performance of services hereunder(ii) upon oral or written instructions. The indemnity and defense provisions provision set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the written opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include officers, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that entity itself.) Under no circumstances shall the Administrator be liable to the Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts experts, at the Fund's expense, with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund. Nothing herein shall make the Administrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include partners, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, and, except as may be limited by the Trust 1940 Act, the Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The Except as may be limited by the 1940 Act, the rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Company may be asked to indemnify or hold the Administrator harmless, the Trust Company shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Company promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustCompany, but failure to do so in good faith shall not affect the rights hereunder. The Trust Company shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Company elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Company and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Company elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Company does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Company at any time for instructions and may consult counsel for the Trust Company or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term “Administrator” shall include directors, or agent officers, employees and other agents of the Administrator as well as that corporation itself.) Subject to its obligations under Article 5, so long as the Administrator, who may be or become an officerits agents, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party and not as a partner, employee, or agent or one under the control or direction of the Administrator even though paid by it. So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out from any action which the Administrator takes or does not take (i) at the request, on the direction of or in reliance on the advice of the Administrator’s actions taken Fund pursuant to this Agreement or non-actions with respect to the performance of services hereunder(ii) upon oral or written instructions. The indemnity and defense provisions provision set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the written opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other corporate agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect any service rendered to the performance of services Fund hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that question the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFund, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust (or its own counsel other outside counsel) and with independent accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as the Administrator itself.) Further, notwithstanding its agreement hereunder to conduct reviews of each Portfolio's compliance with the requirements of Subchapter M and Section 817(h) of the Code, the Administrator shall not bear any responsibility for any Portfolio's failure to comply with such requirements. So long as the Administrator acts in good faith and with due diligence and without negligencenegligence or reckless disregard of its obligations and duties hereunder, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the administration services described herein or any other service rendered to the Trust hereunder. The Administrator agrees to indemnify and hold harmless the Trust, its employees, agents, Trustees, officers and nominees from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all judgments, liabilities, losses, damages, costs, charges, payments, reasonable counsel fees and disbursements and other expenses of every nature and character (including reasonable investigation expenses) arising directly or indirectly out of or in any way relating to the Administrator’s actions taken 's bad faith, willful misfeasance, negligence or non-actions reckless disregard by it of its obligations and duties with respect to the performance of services hereunderunder this Agreement. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust indemnifying party may be asked to indemnify or hold the Administrator other party harmless, the Trust indemnifying party shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator indemnified party will use all reasonable care to identify and notify the Trust indemnifying party promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnifying party, but failure to do so in good faith shall not affect the rights hereunder. The Trust indemnifying party shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust indemnifying party and satisfactory to the Administratorother party, whose approval shall not be unreasonably withheld. In the event that the Trust indemnifying party elects to assume the defense of any suit and retain counsel, the Administrator indemnified party shall bear the fees and expenses of any additional counsel retained by it. If the Trust indemnifying party does not elect to assume the defense of a suit, it will reimburse the Administrator indemnified party for the reasonable fees and expenses of any counsel retained by the Administratorother party. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction instructions or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. (As used in this Article 5, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any personthe term "Administrator" shall include officers, even though also an employee, or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itor of third parties described in Article 2.) Under no circumstances shall the Administrator be liable to the Fund for consequential, indirect or punitive damages. So long as the Administrator Administrator, or its agents, acts without willful misfeasance, bad faith or negligence in good faith and with due diligence the performance of its duties, and without negligencereckless disregard of its obligations and duties hereunder, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of any act or omission of the Administrator’s actions taken or non-actions with respect to the performance of services Administrator in carrying out its duties hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The indemnification rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if If in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise the Fund of all the pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trustindemnification, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts experts, at the Fund's expense, with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund. Nothing herein shall make the Administrator liable for the performance or omissions of unaffiliated third parties not under the Administrator's reasonable control such as, by way of example and not limitation, custodians, investment advisers or sub-advisers, postal or delivery services, telecommunications providers and processing and settlement services. The Administrator is entitled to rely on the price information provided by the underlying funds into which the Fund invests, brokers and custodians in order to calculate the Fund's net asset value (and the value of Members' capital accounts based upon such valuation) and the Administrator shall not be liable for any valuation errors resulting from the use of such information; provided, however, that upon receipt of notice that a Valuation Committee of the Board of Managers of the Fund has determined that another method of calculating the value of a security is to be used, the Administrator may rely only on the value of that security determined in accordance with such notice.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust assumes Funds assume full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Funds may be asked to indemnify or hold the Administrator harmless, the Trust Funds shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFunds, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties -------------------------------------------- of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust Fund assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Fund or any other service rendered to the Fund hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust Fund may be asked to indemnify or hold the Administrator harmless, the Trust Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the TrustFund, but failure to do so in good faith shall not affect the rights hereunder. The Trust Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust Fund elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust Fund at any time for instructions and may consult counsel for the Trust Fund or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust Fund until receipt of written notice thereof from the TrustFund.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as the Administrator itself.) So long as the Administrator acts in good faith and with due diligence and without negligence, the Trust Company assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s 's actions taken or non-actions nonactions with respect to the performance of services hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Administrator will not be held to have notice of any change of authority of any officers, employees or agents of the Trust until receipt of written notice thereof from the Trust.,

Limitation of Liability of the Administrator. The duties of -------------------------------------------- the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by it. as well as that corporation itself.) So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out from any action which the Administrator takes or does not take (i) at the request, on the direction of or in reliance on the advice of the Administrator’s actions taken Trust pursuant to this Agreement or non-actions with respect to the performance of services hereunder(ii) upon oral or written instructions. The indemnity and defense provisions provision set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the written opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.

Limitation of Liability of the Administrator. The duties of the Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Administrator hereunder. The Administrator shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in carrying out its duties hereunder, except a loss resulting from willful misfeasance, bad faith or gross negligence in the performance of its dutiesduties (except for the Service Standards or under the Schedule set forth herein, for which the standard shall be failure to exercise due care), or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable law which cannot be waived or modified hereby. Any person(As used in this Article 5, even though also an employeethe term "Administrator" shall include directors, or agent of the Administratorofficers, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds shall be deemed, when rendering services to the Trust or the Funds, or acting on any business of that party, to be rendering such services to or acting solely for that party employees and not as a partner, employee, or agent or one under the control or direction other agents of the Administrator even though paid by itas well as that corporation itself.) . So long as the Administrator Administrator, or its agents, acts in good faith and with due diligence and without negligence, the Trust assumes full responsibility and shall indemnify the Administrator, its employees, agents, directors, officers and nominees Administrator and hold them it harmless from and against any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of the Administrator’s actions taken or non-actions with respect said administration, transfer agency, and dividend disbursing relationships to the performance of services Trust or any other service rendered to the Trust hereunder. The indemnity and defense provisions set forth herein shall indefinitely survive the termination of this Agreement. The rights hereunder shall include the right to reasonable advances of defense expenses in the event of any pending or threatened litigation with respect to which indemnification hereunder may ultimately be merited. In order that the indemnification provision contained herein shall apply, however, it is understood that if in any case the Trust may be asked to indemnify or hold the Administrator harmless, the Trust shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Administrator will use all reasonable care to identify and notify the Trust promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Trust, but failure to do so in good faith shall not affect the rights hereunder. The Trust shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Trust elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust elects to assume the defense of any suit and retain counsel, the Administrator shall bear the fees and expenses of any additional counsel retained by it. If the Trust does not elect to assume the defense of a suit, it will reimburse the Administrator for the reasonable fees and expenses of any counsel retained by the Administrator. The Administrator may apply to the Trust at any time for instructions and may consult counsel for the Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Administrator’s 's duties, and the Administrator shall not be liable or accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. The Also, the Administrator shall be protected in acting upon any document which it reasonably believes to be genuine and to have been signed or presented by the proper person or persons. The Nor shall the Administrator will not be held to have notice of any change of authority of any officers, employees employee or agents agent of the Trust until receipt of written notice thereof from the Trust.