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

Limitation of Liability of the Sub-Administrator. The duties of the Sub-Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Sub-Administrator hereunder. The Sub-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 4, the term "Sub-Administrator" shall include Trustees, officers, employees and other agents of the Sub-Administrator as well as that entity itself.) Under no circumstances shall the Sub-Administrator be liable to Administrator for consequential, indirect or punitive damages. So long as the Sub-Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in the performance of its duties, and without reckless disregard of its obligations and duties hereunder, the Administrator assumes full responsibility and shall indemnify the Sub-Administrator 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) arising directly or indirectly out of any act or omission of the Sub-Administrator in carrying out its duties hereunder; provided, however, with respect to a damage award of a court of competent jurisdiction in connection with a third party claim that arises directly out of a negligent act or omission by the Sub-Administrator or its agents in breach of this Agreement (which act or omission did not constitute willful misfeasance, bad faith or gross negligence or willful disregard of obligations and duties hereunder), the Sub-Administrator shall be responsible for its proportionate share of such damage award (as determined by the court) up to the aggregate amount of fees paid by the Administrator to the Sub-Administrator in the twelve months immediately preceding the date on which the negligence of the Sub-Administrator occurred. 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 provisions contained herein shall apply, however, it is understood that if in any case the Administrator may be asked to indemnify or hold the Sub-Administrator harmless, the Administrator shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Sub-Administrator will use all reasonable care to identify and notify the Administrator promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Administrator, but failure to do so 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 special damages for any act or failure to act under any provision of this Agreement if advised of the possibility thereof. The Administrator 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 Administrator elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Administrator and satisfactory to the Sub-Administrator, whose approval shall not be unreasonably withheld. In the event that Administrator elects to assume the defense of any suit and retain counsel, the Sub-Administrator shall bear the fees and expenses of any additional counsel retained by it. If Administrator does not elect to assume the defense of a suit, it will reimburse the Sub-Administrator for the fees and expenses of any counsel retained by the Sub-Administrator. The Sub-Administrator may apply to Administrator at any time for instructions and may consult counsel for the Administrator or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Sub-Administrator's duties, and the Sub-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. Also, the Sub-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. Nor shall the Sub-Administrator be held to have notice of any change of authority of any officers, employee or agent of the Administrator until receipt of written notice thereof from the Administrator. Nothing herein shall make the Sub-Administrator liable for the performance or omissions of unaffiliated third parties not under the Sub-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 Sub-Administrator. The duties of the Sub-Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Sub-Administrator hereunder. The Sub-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 4, the term "Sub-Administrator" shall include Trustees, officers, employees and other agents of the Sub-Administrator as well as that entity itself.) Under no circumstances shall the Sub-Administrator be liable to Administrator for consequential, indirect or punitive damages. So long as the Sub-Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in the performance of its duties, and without reckless disregard of its obligations and duties hereunder, the Administrator assumes full responsibility and shall indemnify the Sub-Administrator 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) arising directly or indirectly out of any act or omission of the Sub-Administrator in carrying out its duties hereunder; provided, however, with respect to a damage award of a court of competent jurisdiction in connection with a third party claim that arises directly out of a negligent act or omission by the Sub-Administrator or its agents in breach of this Agreement (which act or omission did not constitute willful misfeasance, bad faith or gross negligence or willful disregard of obligations and duties hereunder), the Sub-Administrator shall be responsible for its proportionate share 20% of such damage award (as determined by the court) up to a maximum amount equal to the aggregate amount of fees paid by the Administrator to the Sub-Administrator in the twelve months immediately preceding the date on which the negligence of the Sub-Administrator occurred. 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 provisions contained herein shall apply, however, it is understood that if in any case the Administrator may be asked to indemnify or hold the Sub-Administrator harmless, the Administrator shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Sub-Administrator will use all reasonable care to identify and notify the Administrator promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Administrator, but failure to do so 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 special damages for any act or failure to act under any provision of this Agreement if advised of the possibility thereof. The Administrator 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 Administrator elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Administrator and satisfactory to the Sub-Administrator, whose approval shall not be unreasonably withheld. In the event that Administrator elects to assume the defense of any suit and retain counsel, the Sub-Administrator shall bear the fees and expenses of any additional counsel retained by it. If Administrator does not elect to assume the defense of a suit, it will reimburse the Sub-Administrator for the fees and expenses of any counsel retained by the Sub-Administrator. The Sub-Administrator may apply to Administrator at any time for instructions and may consult counsel for the Administrator or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Sub-Administrator's duties, and the Sub-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. Also, the Sub-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. Nor shall the Sub-Administrator be held to have notice of any change of authority of any officers, employee or agent of the Administrator until receipt of written notice thereof from the Administrator. Nothing herein shall make the Sub-Administrator liable for the performance or omissions of unaffiliated third parties not under the Sub-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 Sub-Administrator. The duties of the Sub-Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Sub-Administrator hereunder. The Sub-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. (As used in this Article 4Section 5, the term "Sub-Administrator" shall include Trusteesdirectors, officers, employees and other corporate agents of the Sub-Administrator as well as that entity corporation itself.) Under no circumstances shall the Sub-Administrator be liable to Administrator for consequential, indirect or punitive damages. So long as the Sub-Administrator, or its agents, Administrator acts without willful misfeasance, bad in good faith or gross negligence in the performance of its duties, and with due diligence and without reckless disregard of its obligations and duties hereundernegligence, the Administrator USBAM assumes full responsibility and shall indemnify the Sub-Administrator 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) arising directly or indirectly out of any act or omission of the Sub-Administrator in carrying out its duties hereunder; providedAdministrator's relationship with USBAM, however, including the Sub-Administrator's actions taken or nonactions with respect to a damage award the performance of a court of competent jurisdiction in connection with a third party claim that arises directly out of a negligent act or omission by the Sub-Administrator or its agents in breach of this Agreement (which act or omission did not constitute willful misfeasance, bad faith or gross negligence or willful disregard of obligations and duties services hereunder), the Sub-Administrator shall be responsible for its proportionate share of such damage award (as determined by the court) up to the aggregate amount of fees paid by the Administrator to the Sub-Administrator in the twelve months immediately preceding the date on which the negligence of the Sub-Administrator occurred. 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; 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 provisions provision contained herein shall apply, however, it is understood that if in any case the Administrator USBAM may be asked to indemnify or hold the Sub-Administrator harmless, the Administrator USBAM shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Sub-Administrator will use all reasonable care to identify and notify the Administrator USBAM promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Administrator, but failure to do so shall not affect the rights hereunderUSBAM. In no event and under no circumstances shall either party to this Agreement be liable to anyone, including, without limitation, the other party, for special damages for any act or failure to act under any provision of this Agreement if advised of the possibility thereof. The Administrator USBAM 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 Administrator USBAM elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Administrator USBAM and satisfactory to the Sub-Administrator, whose approval shall not be unreasonably withheld. In the event that Administrator USBAM elects to assume the defense of any suit and retain counsel, the Sub-Administrator shall bear the fees and expenses of any additional counsel retained by it. If Administrator USBAM does not elect to assume the defense of a suit, it will reimburse the Sub-Administrator for the reasonable fees and expenses of any counsel retained by the Sub-Administrator. The Sub-Administrator may apply to Administrator USBAM at any time for instructions and may consult outside counsel for the Administrator USBAM or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Sub-Administrator's duties, and and, except for such actions or omissions constituting negligence, the Sub-Administrator shall not be liable or accountable for any action taken or omitted by it in good faith and in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Also, the Sub-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. Nor shall the Sub-Administrator be held to have notice of any change of authority of any officers, employee or agent of the Administrator until receipt of written notice thereof from the Administrator. Nothing herein shall make the Sub-Administrator liable for the performance or omissions of unaffiliated third parties not under the Sub-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 Sub-Administrator. The duties of the Sub-Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Sub-Administrator hereunder. The Sub-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 4, the term "Sub-Administrator" shall include Trustees, officers, employees and other agents of the Sub-Administrator as well as that entity itself.) Under no circumstances shall the Sub-Administrator be liable to Administrator for consequential, indirect or punitive damages. So long as the Sub-Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in the performance of its duties, and without reckless disregard of its obligations and duties hereunder, the Administrator assumes full responsibility and shall indemnify the Sub-Administrator 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) arising directly or indirectly out of any act or omission of the Sub-Administrator in carrying out its duties hereunder; provided, however, with respect to a damage award of a court of competent jurisdiction in connection with a third party claim that arises directly out of a negligent act or omission by the Sub-Administrator or its agents in breach of this Agreement (which act or omission did not constitute willful misfeasance, bad faith or gross negligence or willful disregard of obligations and duties hereunder), the Sub-Administrator shall be responsible for its proportionate share 20% of such damage award (as determined by the court) up to a maximum amount equal to the aggregate amount of fees paid by the Administrator to the Sub-Administrator in the twelve months immediately preceding the date on which the negligence of the Sub-Administrator occurred. 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 provisions contained herein shall apply, however, it is understood that if in any case the Administrator may be asked to indemnify or hold the Sub-Administrator harmless, the Administrator shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Sub-Administrator will use all reasonable care to identify and notify the Administrator promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Administrator, but failure to do so 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 special damages for any act or failure to act under any provision of this Agreement if advised of the possibility thereof. The Administrator 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 Administrator elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Administrator and satisfactory to the Sub-Administrator, whose approval shall not be unreasonably withheld. In the event that Administrator elects to assume the defense of any suit and retain counsel, the Sub-Administrator shall bear the fees and expenses of any additional counsel retained by it. If Administrator does not elect to assume the defense of a suit, it will reimburse the Sub-Administrator for the fees and expenses of any counsel retained by the Sub-Administrator. The Sub-Administrator may apply to Administrator at any time for instructions and may consult counsel for the Administrator or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Sub-Administrator's duties, and the Sub-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. Also, the Sub-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. Nor shall the Sub-Administrator be held to have notice of any change of authority of any officers, employee or agent of the Administrator until receipt of written notice thereof from the Administrator. Nothing herein shall make the Sub-Administrator liable for the performance or omissions of unaffiliated third parties not under the Sub-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 Sub-Administrator. The duties of the Sub-Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Sub-Administrator hereunder. The Sub-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 45, the term "Sub-Administrator" shall include Trustees, officers, employees and other agents of the Sub-Administrator as well as that entity itself.) Under no circumstances shall the SubUNDER NO CIRCUMSTANCES SHALL THE SUB-Administrator be liable ADMINISTRATOR BE LIABLE TO THE FUND OR THE ADMINISTRATOR FOR CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES. The Fund agrees to Administrator for consequentialindemnify, indirect or punitive damages. So long as the Sub-Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in the performance of its duties, defend and without reckless disregard of its obligations and duties hereunder, the Administrator assumes full responsibility and shall indemnify hold harmless the Sub-Administrator and hold it harmless its affiliates, including their respective officers, directors, agents and 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 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 of from any act action or omission of to act which the Sub-Administrator in carrying out takes relating to its duties hereunder; provided, however, with respect that neither the Sub-Administrator nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to a damage award of a court of competent jurisdiction in connection with a third party claim that arises directly out of a negligent act or omission such liability) caused by the Sub-Administrator Administrator's or its agents in breach of this Agreement (which act or omission did not constitute affiliates' own willful misfeasance, bad faith or gross faith, negligence or willful reckless disregard of obligations and duties hereunder), the Sub-Administrator shall be responsible for its proportionate share of such damage award (as determined by the court) up to the aggregate amount of fees paid by the Administrator to the Sub-Administrator in the twelve months immediately preceding the date on which the negligence performance of the Sub-Administrator's activities under this Agreement. The Sub-Administrator occurredagrees to indemnify, defend and hold harmless the Fund, including its officers, directors, agents and employees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, reasonable attorneys' fees and disbursements and liabilities arising under the Federal securities laws and any state and foreign securities and blue sky laws) caused by the Sub-Administrator's or its affiliates' willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of the Sub-Administrator'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 provisions contained herein shall apply, however, it is understood that if If in any case the Administrator may be a Party hereunder is asked to indemnify or hold (the Sub-Administrator harmless, "Indemnifying Party") the Administrator other Party harmless (the "Indemnified Party," the Indemnified Party shall be fully promptly notify and promptly advised advise the Indemnifying Party of all the pertinent facts concerning the situation in question, and it is further understood that the Sub-Administrator Indemnified Party will use all reasonable care to identify and notify the Administrator Indemnifying Party in writing promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Administratorindemnification, but failure to do so 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 special damages for any act or failure to act under any provision of this Agreement if advised of the possibility thereof. The Administrator 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 Administrator the Indemnifying Party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Administrator the Indemnifying Party and satisfactory to the Sub-AdministratorIndemnified Party, whose approval shall not be unreasonably withheld. In the event that Administrator the Indemnifying Party elects to assume the defense of any suit and retain counsel, the Sub-Administrator Indemnified Party shall bear the fees and expenses of any additional counsel retained by it. If Administrator the Indemnifying Party does not elect to assume the defense of a suit, it will reimburse the Sub-Administrator Indemnified Party for the fees and expenses of any counsel retained by the Sub-AdministratorIndemnified Party. The Sub-Administrator Indemnified Party may apply to Administrator the Indemnifying Party at any time (i) for instructions and may (ii) to consult counsel for the Administrator Indemnifying Party, or its own counsel and with the Indemnifying Party's accountants and other experts experts, with respect to any matter arising in connection with the Sub-AdministratorIndemnified Party's duties, and the Sub-Administrator . The Indemnified Party 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. Also, the Sub-Administrator Indemnified Party 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. Nor shall the Sub-Administrator Indemnified Party be held to have notice of any change of authority of any officers, employee or agent of the Administrator Indemnifying Party until receipt of written notice thereof from the AdministratorIndemnifying Party. Nothing herein shall make the Sub-Administrator Indemnified Party liable for the performance or omissions of unaffiliated third parties not under the Sub-AdministratorIndemnified Party'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. The Sub-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 underlying fund, brokers or 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 Sub-Administrator shall not be liable for any valuation errors resulting from the use of such information.

Limitation of Liability of the Sub-Administrator. The duties of the Sub-Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Sub-Administrator hereunder. The Sub-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 4, the term "Sub-Administrator" shall include Trustees, officers, employees and other agents of the Sub-Administrator as well as that entity itself.) Under no circumstances shall the Sub-Administrator be liable to Administrator for consequential, indirect or punitive damages. So long as the Sub-Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in the performance of its duties, and without reckless disregard of its obligations and duties hereunder, the Administrator assumes full responsibility and shall indemnify the Sub-Administrator 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) arising directly or indirectly out of any act or omission of the Sub-Administrator in carrying out its duties hereunder; provided, however, with respect to a damage award of a court of competent jurisdiction in connection with a third party claim that arises directly out of a negligent act or omission by the Sub-Administrator or its agents in breach of this Agreement (which act or omission did not constitute willful misfeasance, bad faith or gross negligence or willful disregard of obligations and duties hereunder), the Sub-Administrator shall be responsible for its proportionate share of such damage award (as determined by the court) up to the aggregate amount of fees paid by the Administrator to the Sub-Administrator in the twelve months immediately preceding the date on which the negligence of the Sub-Administrator occurred. 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 provisions contained herein shall apply, however, it is understood that if in any case the Administrator may be asked to indemnify or hold the Sub-Administrator harmless, the Administrator shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Sub-Administrator will use all reasonable care to identify and notify the Administrator promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Administrator, but failure to do so 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 special damages for any act or failure to act under any provision of this Agreement if advised of the possibility thereof. The Administrator 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 Administrator elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Administrator and satisfactory to the Sub-Administrator, whose approval shall not be unreasonably withheld. In the event that Administrator elects to assume the defense of any suit and retain counsel, the Sub-Administrator shall bear the fees and expenses of any additional counsel retained by it. If Administrator does not elect to assume the defense of a suit, it will reimburse the Sub-Administrator for the fees and expenses of any counsel retained by the Sub-Administrator. The Sub-Administrator may apply to Administrator at any time for instructions and may consult counsel for the Administrator or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Sub-Administrator's duties, and the Sub-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. Also, the Sub-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. Nor shall the Sub-Administrator be held to have notice of any change of authority of any officers, employee or agent of the Administrator until receipt of written notice thereof from the Administrator. Nothing herein shall make the Sub-Administrator liable for the performance or omissions of unaffiliated third parties not under the Sub-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 Sub-Administrator. The duties of the Sub-Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Sub-Administrator hereunder. The Sub-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 4, the term "Sub-Administrator" shall include Trustees, officers, employees and other agents of the Sub-Administrator as well as that entity itself.) Under no circumstances shall the Sub-Administrator be liable to Administrator for consequential, indirect or punitive damages. So long as the Sub-Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in the performance of its duties, and without reckless disregard of its obligations and duties hereunder, the Administrator assumes full responsibility and shall indemnify the Sub-Administrator 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) arising directly or indirectly out of any act or omission of the Sub-Administrator in carrying out its duties hereunder; provided, however, with respect to a damage award of a court of competent jurisdiction in connection with a third party claim that arises directly out of a negligent act or omission by the Sub-Administrator or its agents in breach of this Agreement (which act or omission did not constitute willful misfeasance, bad faith or gross negligence or willful disregard of obligations and duties hereunder), the Sub-Administrator shall be responsible for its proportionate share of such damage award (as determined by the court) up to the aggregate amount of fees paid by the Administrator to the Sub-Administrator in the twelve months immediately preceding the date on which the negligence of the Sub-Administrator occurred. 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 provisions contained herein shall apply, however, it is understood that if in any case the Administrator may be asked to indemnify or hold the Sub-Administrator harmless, the Administrator shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Sub-Administrator will use all reasonable care to identify and notify the Administrator promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Administrator, but failure to do so 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 special damages for any act or failure to act under any provision of this Agreement if advised of the possibility thereof. The Administrator 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 Administrator elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Administrator and satisfactory to the Sub-Administrator, whose approval shall not be unreasonably withheld. In the event that Administrator elects to assume the defense of any suit and retain counsel, the Sub-Administrator shall bear the fees and expenses of any additional counsel retained by it. If Administrator does not elect to assume the defense of a suit, it will reimburse the Sub-Administrator for the fees and expenses of any counsel retained by the Sub-Administrator. The Sub-Administrator may apply to Administrator at any time for instructions and may consult counsel for the Administrator or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Sub-Administrator's duties, and the Sub-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. Also, the Sub-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. Nor shall the Sub-Administrator be held to have notice of any change of authority of any officers, employee or agent of the Administrator until receipt of written notice thereof from the Administrator. Nothing herein shall make the Sub-Administrator liable for the performance or omissions of unaffiliated third parties not under the Sub-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. The Sub-Administrator may, from time to time, in accordance with ARTICLE 2, provide to the Administrator services and products ("SPECIAL THIRD PARTY SERVICES") from external third party sources that are telecommunication carriers, Pricing Sources, data feed providers or other similar service providers ("SPECIAL THIRD PARTY VENDORS"). The Administrator acknowledges and agrees that the Special Third Party Services may include confidential and proprietary trade secrets of the Special Third Party Vendors. Accordingly, the Administrator shall use its best efforts to honor requests by the Sub-Administrator and the Special Third Party Vendors to protect their proprietary rights in their data, information and property provided, including requests that the Administrator place copyright notices or other proprietary legends on printed matter, print outs, tapes, disks, film or any other medium of dissemination. The Administrator further acknowledges and agrees that all Special Third Party Services are provided on an "AS IS WITH ALL FAULTS" basis solely for each Portfolio's internal use in connection with the receipt of the Services. The Administrator may use Special Third Party Services as normally required on view-only screens and hard copy statements, reports and other documents necessary to support the Portfolio's investors, however the Administrator shall not distribute any Special Third Party Services to other third parties. THE SPECIAL THIRD PARTY VENDORS AND THE SUB-ADMINISTRATOR MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR ANY OTHER MATTER WITH RESPECT TO ANY OF THE SPECIAL THIRD PARTY SERVICES. NEITHER THE SUB-ADMINISTRATOR NOR THE SPECIAL THIRD PARTY VENDORS SHALL BE LIABLE FOR ANY DAMAGES SUFFERED BY THE ADMINISTRATOR IN THE USE OF ANY OF THE SPECIAL THIRD PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES.

Limitation of Liability of the Sub-Administrator. The duties of the Sub-Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Sub-Administrator hereunder. The Sub-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 4, the term "“Sub-Administrator" ” shall include Trustees, officers, employees and other agents of the Sub-Administrator as well as that entity itself.) Under no circumstances shall the Sub-Administrator be liable to Administrator for consequential, indirect or punitive damages. So long as the Sub-Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in the performance of its duties, and without reckless disregard of its obligations and duties hereunder, the Administrator assumes full responsibility and shall indemnify the Sub-Administrator 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) arising directly or indirectly out of any act or omission of the Sub-Administrator in carrying out its duties hereunder; provided, however, with respect to a damage award of a court of competent jurisdiction in connection with a third party claim that arises directly out of a negligent act or omission by the Sub-Administrator or its agents in breach of this Agreement (which act or omission did not constitute willful misfeasance, bad faith or gross negligence or willful disregard of obligations and duties hereunder), the Sub-Administrator shall be responsible for its proportionate share of such damage award (as determined by the court) up to the aggregate amount of fees paid by the Administrator to the Sub-Administrator in the twelve months immediately preceding the date on which the negligence of the Sub-Administrator occurred. 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 provisions contained herein shall apply, however, it is understood that if in any case the Administrator may be asked to indemnify or hold the Sub-Administrator harmless, the Administrator shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Sub-Administrator will use all reasonable care to identify and notify the Administrator promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Administrator, but failure to do so 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 special damages for any act or failure to act under any provision of this Agreement if advised of the possibility thereof. The Administrator 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 Administrator elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Administrator and satisfactory to the Sub-Administrator, whose approval shall not be unreasonably withheld. In the event that Administrator elects to assume the defense of any suit and retain counsel, the Sub-Administrator shall bear the fees and expenses of any additional counsel retained by it. If Administrator does not elect to assume the defense of a suit, it will reimburse the Sub-Administrator for the fees and expenses of any counsel retained by the Sub-Administrator. The Sub-Administrator may apply to Administrator at any time for instructions and may consult counsel for the Administrator or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Sub-Administrator's ’s duties, and the Sub-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. Also, the Sub-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. Nor shall the Sub-Administrator be held to have notice of any change of authority of any officers, employee or agent of the Administrator until receipt of written notice thereof from the Administrator. Nothing herein shall make the Sub-Administrator liable for the performance or omissions of unaffiliated third parties not under the Sub-Administrator's ’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 Sub-Administrator. The duties of the Sub-Administrator shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Sub-Administrator hereunder. The Sub-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. (As used in this Article 45, the term "“Sub-Administrator" ” shall include Trusteesdirectors, officers, employees and other agents of the Sub-Administrator as well as that entity itself.) Under no circumstances shall the Sub-Administrator be liable to Administrator for consequential, indirect or punitive damages. So long as the Sub-Administrator, or its agents, acts without willful misfeasance, bad faith or gross negligence in the performance of its duties, and without reckless disregard of its obligations and duties hereunder, the Administrator assumes full responsibility and shall indemnify the Sub-Administrator 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 expensesitself.) arising directly or indirectly out of any act or omission of the Sub-Administrator in carrying out its duties hereunder; provided, however, with respect to a damage award of a court of competent jurisdiction in connection with a third party claim that arises directly out of a negligent act or omission by the Sub-Administrator or its agents in breach of this Agreement (which act or omission did not constitute willful misfeasance, bad faith or gross negligence or willful disregard of obligations and duties hereunder), the Sub-Administrator shall be responsible for its proportionate share of such damage award (as determined by the court) up to the aggregate amount of fees paid by the Administrator to the Sub-Administrator in the twelve months immediately preceding the date on which the negligence of the Sub-Administrator occurred. 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 provisions contained herein shall apply, however, it is understood that if in any case the Administrator may be asked to indemnify or hold the Sub-Administrator harmless, the Administrator shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Sub-Administrator will use all reasonable care to identify and notify the Administrator promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the Administrator, but failure to do so 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 special damages for any act or failure to act under any provision of this Agreement if advised of the possibility thereof. The Administrator 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 Administrator elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by Administrator and satisfactory to the Sub-Administrator, whose approval shall not be unreasonably withheld. In the event that Administrator elects to assume the defense of any suit and retain counsel, the Sub-Administrator shall bear the fees and expenses of any additional counsel retained by it. If Administrator does not elect to assume the defense of a suit, it will reimburse the Sub-Administrator for the fees and expenses of any counsel retained by the Sub-Administrator. The Sub-Administrator may apply to the Administrator at any time for instructions and may consult counsel for the Administrator Trust or its own counsel and with accountants and other experts with respect to any matter arising in connection with the Sub-Administrator's ’s duties, and the Sub-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. Also, the Sub-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. Nor shall the The Sub-Administrator will not be held to have notice of any change of authority of the Administrator or of any officers, employee employees or agent agents of the Administrator Trust until receipt of written notice thereof from the Administrator. Nothing herein shall make the Sub-Administrator liable for the performance or omissions of unaffiliated third parties not under the Sub-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.