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, 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, 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(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, 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 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 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, 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 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 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 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 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 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 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. (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 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 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. (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 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 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 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 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 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 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 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 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 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 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 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 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, 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. (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 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 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 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 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 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 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 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 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 claim for indemnification against the TrustCompany, 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 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.

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 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 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 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 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 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 management 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, 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 '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 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 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 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 provisions 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. 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 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.

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 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 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 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 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 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 for actions, suits or claims brought or threatened against the Administrator by (i) the Company, or (ii) one or more Shareholders of the Company, 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. (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 TEI 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 TEI 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 TEI Fund may be asked to indemnify or hold the Administrator harmless, the Trust Administrator shall be fully and promptly advised advise TEI 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 TEI 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 TEI 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 TEI Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Trust TEI Fund and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust TEI 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 TEI 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 TEI Fund at any time for instructions and may consult counsel for the Trust TEI Fund or its own counsel and with TEI Fund accountants and other experts experts, at TEI 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 TEI Fund until receipt of written notice thereof from TEI 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 TEI Fund invests, TEI Fund, brokers and custodians in order to calculate TEI 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 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 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 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.be

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 '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, 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 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 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. (As used in this Article 5, the term "Administrator" shall include partners, officers, employees and other agents of the Administrator as well as the Administrator itself.) Any person, even though also an employeeofficer, director, partner, employee or agent of the Administrator, who may be or become an officer, Trustee, employee or agent of the Trust or the Funds Company, shall be deemed, when rendering services to the Trust Company or the Fundsto any Portfolio, or acting on any business of that party, the Company or of any Portfolio (other than services or business in connection with the Administrator's duties hereunder) to be rendering such services to or acting solely for that party the Company or the Portfolio and not as a an officer, director, partner, employee, employee or agent or one under the control or direction of the Administrator even though paid by itthe Administrator. 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 AgreementAgreement for a period of five years. The Except for actions, suits or claims brought or threatened against the Administrator by (i) the Company, or (ii) one or more Shareholders of the Company, 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 Administrator's indemnification 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 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 in good faith 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 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 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.

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 gross 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, relationship 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 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 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 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 Company for consequential, indirect or punitive damages. 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 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 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 Administrator shall include indemnify and hold the right Company 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 attorneys' 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 Company or any other service rendered to the Company hereunder. The indemnity and defense provision 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 provisions 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 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 such 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 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 Company. 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. For the avoidance of doubt, Administrator and Company each agree that subsection (u) of Schedule A hereto shall not be construed as obligating Administrator to control any custodian or transfer agent, it being understood and agreed that Administrator's obligations under subsection (u) of Schedule A hereto relate solely to assisting and facilitating a functional relationship among the Funds, custodian, transfer agent and Administrator.

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 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. (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 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 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 II 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 II Shares of services the Trust or any other service rendered to the Class II 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 II Shares may be asked to indemnify or hold the Administrator harmless, the Trust on behalf of the Class II 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 II 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 II Shares, but failure to do so in good faith shall not affect the rights hereunder. The Trust on behalf of the Class II 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 II 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 II Shares and satisfactory to the Administrator, whose approval shall not be unreasonably withheld. In the event that the Trust on behalf of the Class II 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 II 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 II 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 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 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 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 officers, or agent of the Administratordirectors, 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 '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 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 the 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 approved by the 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 the 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 the Administrator reasonably does not approve of counsel chosen by the Company, the Company will reimburse the Administrator Administrator, its partners and employees, or the 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 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 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 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 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 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 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 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 10 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 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 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 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 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 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.