Common use of Standard of Care; Limitation of Liability; Indemnification Clause in Contracts

Standard of Care; Limitation of Liability; Indemnification. (a) Citigroup shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by Citigroup in writing. Citigroup shall use its best judgment and efforts in rendering the services described in this Agreement. Citigroup shall not be liable to a Company or any of the Company's shareholders for any action or inaction of Citigroup relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of Citigroup's duties or obligations under this Agreement or by reason of Citigroup's reckless disregard of its duties and obligations under this Agreement. (b) Each Company agrees to indemnify and hold harmless Citigroup, its employees, agents, directors, officers and managers and any person who controls Citigroup within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), ("Citigroup Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to Citigroup's actions taken or failures to act with respect to that Company and its Funds that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a "Citigroup Claim"). A Company shall not be required to indemnify any Citigroup Indemnitee if, prior to confessing any Citigroup Claim against the Citigroup Indemnitee, Citigroup or the Citigroup Indemnitee does not give the Company written notice of and reasonable opportunity to defend against the Citigroup Claim in its own name or in the name of the Citigroup Indemnitee. (c) Citigroup agrees to indemnify and hold harmless each Company, its employees, agents, directors, officers and managers ("Company Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to (i) Citigroup's actions taken or failures to act with respect to that Company and its Funds that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), or (ii) any breach of Citigroup's representation set forth in Section 13 (a "Company Claim"). Citigroup shall not be required to indemnify any Company Indemnitee if, prior to confessing any Company Claim against the Company Indemnitee, the Company or the Company Indemnitee does not give Citigroup written notice of and reasonable opportunity to defend against the Company Claim in its own name or in the name of the Company Indemnitee. (d) A Citigroup Indemnitee shall not be liable for any action taken or failure to act in good faith reliance upon: (i) the advice of a Company or of counsel, who may be counsel to that Company or counsel to Citigroup, and upon statements of accountants, brokers and other persons reasonably believed in good faith by Citigroup to be experts in the matter upon which they are consulted; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board or by the Administrator to give such oral instruction. Provided that Citigroup has such reasonable belief, Citigroup shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and Citigroup may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by Citigroup to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Citigroup to be genuine and to have been signed or presented by the Company or other proper party or parties; (v) the reliance on or use by Citigroup or its agents or subcontractors of information, records, documents or services which have been prepared, maintained or performed by the Company or any other person or firm on behalf of the Company, including share certificates that are reasonably believed by Citigroup to bear the proper manual or facsimile signatures of the officers of the applicable Company, and the proper countersignature of any former transfer agent or former registrar or of a co-transfer agent or co-registrar of the Company; or (vi) the offer or sale of Shares in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any Federal agency or any State with respect to the offer or sale of such Shares in such State. and no Citigroup Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Citigroup reasonably believes in good faith to be genuine. (e) Citigroup shall not be liable for the errors of other service providers to a Company or their systems, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by Citigroup) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade information), custodian or transfer agent to the Company. (f) Subject to Section 3(a) of this Agreement, Citigroup shall reimburse each applicable Fund for any net losses to the Fund during each NAV Error Period resulting from an NAV Difference that is at least 1/10 of 1% but that is less than 1/2 of 1%. Citigroup shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least 1/2 of 1%; PROVIDED, HOWEVER, that Citigroup shall not be responsible for reimbursing any Fund with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $10. (g) For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") and the NAV at which the purchase or redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1% or more exists; (iii) NAV Differences and any Citigroup liability therefrom are to be calculated each time a Fund's (or Class's) NAV is calculated; (iv) in calculating any amount for which Forum would otherwise be liable under this Agreement for a particular NAV error, Fund (or Class) losses and gains shall be netted; and (v) in calculating any amount for which Citigroup would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be netted. (h) Each Company has authorized or in the future may authorize Citigroup to act as a "Mutual Fund Services Member" for each Company or various Funds. Fund/SERV and Networking are services sponsored by the National Securities Clearing Corporation ("NSCC") and as used herein have the meanings as set forth in the then current edition of NSCC RULES AND PROCEDURES published by NSCC or such other similar publication as may exist from time to time. Each Company shall indemnify and hold Citigroup harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly or indirectly out of or attributed to any action or failure or omission to act by NSCC.

Standard of Care; Limitation of Liability; Indemnification. (a) Citigroup Administrator shall be under no duty obligated to take any action except as specifically set forth herein or as may be specifically agreed act in good faith and to by Citigroup in writing. Citigroup shall use its best judgment exercise commercially reasonable care and efforts in rendering the services described in this Agreement. Citigroup shall not be liable to a Company or any of the Company's shareholders for any action or inaction of Citigroup relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence diligence in the performance of Citigroup's duties or obligations under this Agreement or by reason of Citigroup's reckless disregard of its duties and obligations under this Agreement. (b) Each Company Notwithstanding anything in this Agreement to the contrary, Administrator, its affiliates and each of their respective directors, officers, control persons, employees and agents (any of Administrator, its affiliates, their respective officers, employees, agents and directors or such control persons, an “Admin Associate”) shall have no liability to the Trust or any of the Trust’s shareholders for any action or inaction of an Admin Associate except to the extent when arising directly from the bad faith, reckless disregard, negligence or willful misfeasance of an Admin Associate taken with respect to this Agreement. (c) Except when arising directly from the bad faith, reckless disregard, negligence or willful misfeasance of an Admin Associate taken in connection to this Agreement, the Trust agrees to indemnify and hold harmless Citigroupan Admin Associate against any loss, its employeesliability, agentsclaim, directorsdamages or expense (including the reasonable cost of investigating or defending any alleged loss, officers liability, claim, damages or expense and managers and any person who controls Citigroup within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), ("Citigroup Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses incurred in connection therewith) of every nature and character an Admin Associate related to, arising out of or in based upon (i) this Agreement or any way activity related to Citigroup's actions or taken under this Agreement, or failures to act with respect to that Company and its Funds that are consistent with (ii) the standard breach of care set forth in Section 3(a) any obligation, representation or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a "Citigroup Claim"). A Company shall not be required to indemnify any Citigroup Indemnitee if, prior to confessing any Citigroup Claim against warranty under this Agreement by the Citigroup Indemnitee, Citigroup or the Citigroup Indemnitee does not give the Company written notice of and reasonable opportunity to defend against the Citigroup Claim in its own name or in the name of the Citigroup IndemniteeTrust. (cd) Citigroup Administrator agrees to indemnify and hold harmless the Trust, and each Companyof its trustees and officers (for purposes of this paragraph, the Trust and each of its employees, agents, directors, trustees and officers and managers its controlling persons are collectively referred to as the “Trust Indemnitees”) against any loss, liability, claim, damages or expense ("Company Indemnitees")including the reasonable cost of investigating or defending any alleged loss, against liability, claim, damages or expense and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character incurred in connection therewith) arising directly out of or in any way related to (i) Citigroup's actions taken or failures to act with respect to that Company and its Funds that are not consistent with the standard of care set forth in Section 3(a) or basedan Admin Associate’s bad faith, if applicablereckless disregard, on good faith reliance upon an item described in Section 3(d)negligence, or (ii) willful misfeasance taken in connection to this Agreement. In no case is the indemnity of Administrator in favor of any breach Trust Indemnitee to be deemed to protect any Trust Associate against any liability to which such Trust Associate would otherwise be subject by reason of Citigroup's representation set forth in Section 13 (a "Company Claim"). Citigroup shall not be required to indemnify any Company Indemnitee ifbad faith, prior to confessing any Company Claim against the Company Indemniteereckless disregard, the Company negligence or the Company Indemnitee does not give Citigroup written notice of and reasonable opportunity to defend against the Company Claim in its own name or willful misfeasance in the name performance of the Company Indemnitee. (d) A Citigroup Indemnitee shall not be liable for any action taken or failure to act in good faith reliance upon: (i) the advice of a Company or of counsel, who may be counsel to that Company or counsel to Citigroup, its obligations and upon statements of accountants, brokers and other persons reasonably believed in good faith by Citigroup to be experts in the matter upon which they are consulted; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board or by the Administrator to give such oral instruction. Provided that Citigroup has such reasonable belief, Citigroup shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and Citigroup may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by Citigroup to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Citigroup to be genuine and to have been signed or presented by the Company or other proper party or parties; (v) the reliance on or use by Citigroup or its agents or subcontractors of information, records, documents or services which have been prepared, maintained or performed by the Company or any other person or firm on behalf of the Company, including share certificates that are reasonably believed by Citigroup to bear the proper manual or facsimile signatures of the officers of the applicable Company, and the proper countersignature of any former transfer agent or former registrar or of a co-transfer agent or co-registrar of the Company; or (vi) the offer or sale of Shares in violation of any requirement duties under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any Federal agency or any State with respect to the offer or sale of such Shares in such State. and no Citigroup Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Citigroup reasonably believes in good faith to be genuinethis Agreement. (e) Citigroup Administrator shall not be liable for the errors of other entitled to reasonably rely on information and data provided by third-party service providers to a Company or their systemsprovider(s), including among others, pricing vendors, (whether or not selected by the errors of pricing services (other than to pursue all reasonable claims against Administrator, Trust or the pricing service based on the pricing services' standard contracts entered into by Citigroup) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade informationadviser), adviser, custodian or transfer agent other service provider to the CompanyTrust, as well as other authorized representatives of such parties without further investigation or verification. The Administrator may rely on any instruction, direction, notice, instrument or other information that Administrator reasonably believes to be genuine. Further, the Administrator may rely on the advice of Trust counsel or its own counsel as it deems appropriate. In all such cases described herein, Administrator shall have no liability to and shall be fully indemnified by the Trust for any losses or claims (as described in Section 4(b) and 4(c) with respect to such reliance. (f) Subject Notwithstanding anything in this Agreement to Section 3(a) of the contrary, neither party shall be liable under this AgreementAgreement to the other party hereto, Citigroup shall reimburse each applicable Fund or to any other party, for any net punitive, consequential, special or indirect losses to the Fund during each NAV Error Period resulting from an NAV Difference that is at least 1/10 of 1% but that is less than 1/2 of 1%. Citigroup shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least 1/2 of 1%; PROVIDED, HOWEVER, that Citigroup shall not be responsible for reimbursing any Fund with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $10damages. (g) For purposes In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party (although the failure to do so shall not prevent recovery by the Indemnified Party) and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this Agreement: (i) indemnification, and, in the NAV Difference event that the Indemnifying Party so elects, such defense shall mean be conducted by counsel chosen by the difference between Indemnifying Party and reasonably satisfactory to the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the NAV at Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the purchase or redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1% or more exists; (iii) NAV Differences and any Citigroup liability therefrom are Indemnifying Party will be asked to be calculated each time a Fund's (or Class's) NAV is calculated; (iv) in calculating any amount for which Forum would otherwise be liable under this Agreement for a particular NAV errorprovide indemnification, Fund (or Class) losses and gains shall be netted; and (v) in calculating any amount for which Citigroup would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for except with the period shall be nettedIndemnifying Party’s prior written consent. (h) Each Company has authorized or in the future may authorize Citigroup to act as a "Mutual Fund Services Member" for each Company or various Funds. Fund/SERV and Networking are services sponsored by the National Securities Clearing Corporation ("NSCC") and as used herein have the meanings as set forth in the then current edition of NSCC RULES AND PROCEDURES published by NSCC or such other similar publication as may exist from time to time. Each Company shall indemnify and hold Citigroup harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly or indirectly out of or attributed to any action or failure or omission to act by NSCC.

Standard of Care; Limitation of Liability; Indemnification. (a) Citigroup shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by Citigroup in writing. Citigroup shall use its best judgment and efforts in rendering the services described in this Agreement. Citigroup shall not be liable to a Company or any of the Company's shareholders for any action or inaction of Citigroup relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence in the performance of Citigroup's duties or obligations under this Agreement or by reason of Citigroup's reckless disregard of its duties and obligations under this Agreement. (b) Each Company agrees to indemnify and hold harmless Citigroup, its employees, agents, directors, officers and managers and any person who controls Citigroup within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), ("Citigroup Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to Citigroup's actions taken or failures to act with respect to that Company and its Funds that are consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a "Citigroup Claim"). A Company shall not be required to indemnify any Citigroup Indemnitee if, prior to confessing any Citigroup Claim against the Citigroup Indemnitee, Citigroup or the Citigroup Indemnitee does not give the Company written notice of and reasonable opportunity to defend against the Citigroup Claim in its own name or in the name of the Citigroup Indemnitee. (c) Citigroup agrees to indemnify and hold harmless each Company, its employees, agents, directors, officers and managers ("Company Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to (i) Citigroup's actions taken or failures to act with respect to that Company and its Funds that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), or (ii) any breach of Citigroup's representation set forth in Section 13 (a "Company Claim"). Citigroup shall not be required to indemnify any Company Indemnitee if, prior to confessing any Company Claim against the Company Indemnitee, the applicable Company or the Company Indemnitee does not give Citigroup written notice of and reasonable opportunity to defend against the Company Claim in its own name or in the name of the Company Indemnitee. (d) A Citigroup Indemnitee shall not be liable for any action taken or failure to act in good faith reliance upon: (i) the advice of a Company or of counsel, who may be counsel to that Company or counsel to Citigroup, and upon statements of accountants, brokers and other persons reasonably believed in good faith by Citigroup to be experts in the matter upon which they are consulted; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board or by the Administrator to give such oral instruction. Provided that Citigroup has such reasonable belief, Citigroup shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and Citigroup may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by Citigroup to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Citigroup to be genuine and to have been signed or presented by the a Company or other proper party or parties; (v) the reliance on or use by Citigroup or its agents or subcontractors of information, records, documents or services which have been prepared, maintained or performed by the a Company or any other person or firm on behalf of the Company, including share certificates that are reasonably believed by Citigroup to bear the proper manual or facsimile signatures of the officers of the applicable Company, and the proper countersignature of any former transfer agent or former registrar or of a co-transfer agent or co-registrar of the Company; or (vi) the offer or sale of Shares in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any Federal agency or any State with respect to the offer or sale of such Shares in such State. and no Citigroup Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Citigroup reasonably believes in good faith to be genuine. (e) Citigroup shall not be liable for the errors of other service providers to a Company or their systems, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by Citigroup) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade information), custodian or transfer agent to the Company. (f) Subject to Section 3(a) of this Agreement, Citigroup shall reimburse each applicable Fund for any net losses to the Fund during each NAV Error Period resulting from an NAV Difference that is at least 1/10 of 1% but that is less than 1/2 of 1%. Citigroup shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least 1/2 of 1%; PROVIDEDprovided, HOWEVERhowever, that Citigroup shall not be responsible for reimbursing any Fund with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $10. (g) For purposes of this Agreement: (i) the NAV Difference shall mean the difference between the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") and the NAV at which the purchase or redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1% or more exists; (iii) NAV Differences and any Citigroup liability therefrom are to be calculated each time a Fund's (or Class's) NAV is calculated; (iv) in calculating any amount for which Forum would otherwise be liable under this Agreement for a particular NAV error, Fund (or Class) losses and gains shall be netted; and (v) in calculating any amount for which Citigroup would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be netted. (h) Each Company has authorized or in the future may authorize Citigroup to act as a "Mutual Fund Services Member" for each Company or various Funds. Fund/SERV and Networking are services sponsored by the National Securities Clearing Corporation ("NSCC") and as used herein have the meanings as set forth in the then current edition of NSCC RULES AND PROCEDURES Rules and Procedures published by NSCC or such other similar publication as may exist from time to time. Each Company shall indemnify and hold Citigroup harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly or indirectly out of or attributed to any action or failure or omission to act by NSCC.

Standard of Care; Limitation of Liability; Indemnification. (a) Citigroup Administrator shall be under no duty obligated to take any action except as specifically set forth herein or as may be specifically agreed act in good faith and to by Citigroup in writing. Citigroup shall use its best judgment exercise commercially reasonable care and efforts in rendering the services described in this Agreement. Citigroup shall not be liable to a Company or any of the Company's shareholders for any action or inaction of Citigroup relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence diligence in the performance of Citigroup's duties or obligations under this Agreement or by reason of Citigroup's reckless disregard of its duties and obligations under this Agreement. (b) Each Company Notwithstanding anything in this Agreement to the contrary, Administrator, its affiliates and each of their respective directors, officers, control persons, employees and agents (any of Administrator, its affiliates, their respective officers, employees, agents and directors or such control persons, a “Admin Associate”) shall have no liability to the Trust, any Fund or any of the Funds’ shareholders for any action or inaction of a Admin Associate except to the extent such liability results directly from the bad faith, reckless disregard, gross negligence or willful misfeasance of the Paralel Associate taken with respect to this Agreement. (c) Except when arising directly from the willful misfeasance, bad faith, reckless disregard or gross negligence of a Admin Associate taken in connection to this Agreement, the Trust agrees to indemnify and hold harmless Citigroupthe Admin Associates against any loss, its employeesliability, agentsclaim, directorsdamages or expense (including the reasonable cost of investigating or defending any alleged loss, officers liability, claim, damages or expense and managers and any person who controls Citigroup within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), ("Citigroup Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses incurred in connection therewith) of every nature and character any Admin Associate related to, arising out of or in based upon (i) this Agreement or any way activity related to Citigroup's actions or taken under this Agreement, or failures to act with respect to that Company and its Funds that are consistent with (ii) the standard breach of care set forth in Section 3(a) any obligation, representation or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a "Citigroup Claim"). A Company shall not be required to indemnify any Citigroup Indemnitee if, prior to confessing any Citigroup Claim against warranty under this Agreement by the Citigroup Indemnitee, Citigroup or the Citigroup Indemnitee does not give the Company written notice of and reasonable opportunity to defend against the Citigroup Claim in its own name or in the name of the Citigroup IndemniteeTrust. (cd) Citigroup Administrator agrees to indemnify and hold harmless each Companythe Trust, its employeesFunds, agentsand each of its trustees and officers (for purposes of this paragraph, directorsthe Trust, its Funds, and each of its trustees and officers and managers its controlling persons are collectively referred to as the “Trust Indemnitees”) against any loss, liability, claim, damages or expense ("Company Indemnitees")including the reasonable cost of investigating or defending any alleged loss, against liability, claim, damages or expense and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees incurred in connection therewith) arising directly out of an Admin Associate’s reckless disregard, willful misfeasance, bad faith or gross negligence taken in connection to this Agreement. In no case (i) is the indemnity of Administrator in favor of any Trust Indemnitee to be deemed to protect any Trust Associate against any liability to which such Trust Associate would otherwise be subject by reason of reckless disregard, willful misfeasance, bad faith or negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (e) Administrator shall be entitled to rely on information and data provided by third-party service provider(s), including among others, pricing vendors, (whether or not selected by the Administrator, Trust or the adviser), adviser, sub-adviser, custodian or other expenses service provider to the Trust, as well as other authorized representatives of every nature such parties without further investigation or verification. The Administrator may rely on any instruction, direction, notice, instrument or other information that Administrator reasonably believes to be genuine. Further, the Administrator may rely on the advice of Trust counsel or its own counsel as it deems appropriate. In all such cases described herein, Administrator shall have no liability to and character shall be fully indemnified by the Trust for any losses or claims (as described in Section 4(b) and 4(c) with respect to such reliance. (f) Notwithstanding anything in this Agreement to the contrary, (i) neither party shall be liable under this Agreement to the other party hereto, or to any other party, for any punitive, consequential, special or indirect losses or damages; (ii) Administrator will not be liable for any trading losses, lost revenues, lost profits, whether or not such damages were foreseeable or Administrator was advised of the possibility thereof, and (iii) the maximum cumulative amount of liability of Administrator to any Fund arising out of the subject matter of, or in any way related to (i) Citigroup's actions taken or failures to act with respect to that Company and its Funds that are not consistent with the standard of care set forth in Section 3(a) or basedto, if applicable, on good faith reliance upon an item described in Section 3(d), or (ii) any breach of Citigroup's representation set forth in Section 13 (a "Company Claim"). Citigroup this Agreement shall not be required exceed the aggregate fees paid by that Fund to indemnify any Company Indemnitee if, prior to confessing any Company Claim against Administrator under this Agreement for the Company Indemnitee, most recent 12 months immediately preceding the Company or the Company Indemnitee does not give Citigroup written notice of and reasonable opportunity to defend against the Company Claim in its own name or in the name date of the Company Indemnitee. event giving rise to the claim (d) A Citigroup Indemnitee shall not be liable for any action taken or failure to act as determined on a Fund level, but in good faith reliance upon: (i) no event will it exceed the advice of a Company or of counsel, who may be counsel to that Company or counsel to Citigroup, and upon statements of accountants, brokers and other persons reasonably believed in good faith by Citigroup to be experts in the matter upon which they are consulted; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized total amount paid by the Board or by the Administrator to give Trust over such oral instruction. Provided that Citigroup has such reasonable belief, Citigroup shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and Citigroup may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by Citigroup to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Citigroup to be genuine and to have been signed or presented by the Company or other proper party or parties; (v) the reliance on or use by Citigroup or its agents or subcontractors of information, records, documents or services which have been prepared, maintained or performed by the Company or any other person or firm on behalf of the Company, including share certificates that are reasonably believed by Citigroup to bear the proper manual or facsimile signatures of the officers of the applicable Company, and the proper countersignature of any former transfer agent or former registrar or of a co-transfer agent or co-registrar of the Company; or (vi) the offer or sale of Shares in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any Federal agency or any State with respect to the offer or sale of such Shares in such State. and no Citigroup Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Citigroup reasonably believes in good faith to be genuine. (e) Citigroup shall not be liable for the errors of other service providers to a Company or their systems, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by Citigroup) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade informationperiod), custodian or transfer agent to the Company. (f) Subject to Section 3(a) of this Agreement, Citigroup shall reimburse each applicable Fund for any net losses to the Fund during each NAV Error Period resulting from an NAV Difference that is at least 1/10 of 1% but that is less than 1/2 of 1%. Citigroup shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least 1/2 of 1%; PROVIDED, HOWEVER, that Citigroup shall not be responsible for reimbursing any Fund with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $10. (g) For purposes In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party (although the failure to do so shall not prevent recovery by the Indemnified Party) and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this Agreement: (i) indemnification, and, in the NAV Difference event that the Indemnifying Party so elects, such defense shall mean be conducted by counsel chosen by the difference between Indemnifying Party and reasonably satisfactory to the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the NAV at Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the purchase or redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1% or more exists; (iii) NAV Differences and any Citigroup liability therefrom are Indemnifying Party will be asked to be calculated each time a Fund's (or Class's) NAV is calculated; (iv) in calculating any amount for which Forum would otherwise be liable under this Agreement for a particular NAV errorprovide indemnification, Fund (or Class) losses and gains shall be netted; and (v) in calculating any amount for which Citigroup would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for except with the period shall be nettedIndemnifying Party’s prior written consent. (h) Each Company has authorized or in the future may authorize Citigroup to act as a "Mutual Fund Services Member" for each Company or various Funds. Fund/SERV and Networking are services sponsored by the National Securities Clearing Corporation ("NSCC") and as used herein have the meanings as set forth in the then current edition of NSCC RULES AND PROCEDURES published by NSCC or such other similar publication as may exist from time to time. Each Company shall indemnify and hold Citigroup harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly or indirectly out of or attributed to any action or failure or omission to act by NSCC.

Standard of Care; Limitation of Liability; Indemnification. (a) Citigroup Administrator shall be under no duty obligated to take any action except as specifically set forth herein or as may be specifically agreed act in good faith and to by Citigroup in writing. Citigroup shall use its best judgment exercise commercially reasonable care and efforts in rendering the services described in this Agreement. Citigroup shall not be liable to a Company or any of the Company's shareholders for any action or inaction of Citigroup relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence diligence in the performance of Citigroup's duties or obligations under this Agreement or by reason of Citigroup's reckless disregard of its duties and obligations under this Agreement. (b) Each Company Notwithstanding anything in this Agreement to the contrary, Administrator, its affiliates and each of their respective directors, officers, control persons, employees and agents (any of Administrator, its affiliates, their respective officers, employees, agents and directors or such control persons, an “Admin Associate”) shall have no liability to the Trust or any of the Trust’s shareholders for any action or inaction of an Admin Associate except to the extent when arising directly from the bad faith, reckless disregard, negligence or willful misfeasance of an Admin Associate taken with respect to this Agreement. (c) Except when arising directly from the bad faith, reckless disregard, negligence or willful misfeasance of an Admin Associate taken in connection to this Agreement, the Trust agrees to indemnify and hold harmless Citigroupan Admin Associate against any loss, its employeesliability, agentsclaim, directorsdamages or expense (including the reasonable cost of investigating or defending any alleged loss, officers liability, claim, damages or expense and managers and any person who controls Citigroup within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), ("Citigroup Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses incurred in connection therewith) of every nature and character an Admin Associate related to, arising out of or in based upon (i) this Agreement or any way activity related to Citigroup's actions or taken under this Agreement, or failures to act with respect to that Company and its Funds that are consistent with (ii) the standard breach of care set forth in Section 3(a) any obligation, representation or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a "Citigroup Claim"). A Company shall not be required to indemnify any Citigroup Indemnitee if, prior to confessing any Citigroup Claim against warranty under this Agreement by the Citigroup Indemnitee, Citigroup or the Citigroup Indemnitee does not give the Company written notice of and reasonable opportunity to defend against the Citigroup Claim in its own name or in the name of the Citigroup IndemniteeTrust. (cd) Citigroup Administrator agrees to indemnify and hold harmless the Trust, and each Companyof its trustees and officers (for purposes of this paragraph, the Trust and each of its employees, agents, directors, trustees and officers and managers its controlling persons are collectively referred to as the “Trust Indemnitees”) against any loss, liability, claim, damages or expense ("Company Indemnitees")including the reasonable cost of investigating or defending any alleged loss, against liability, claim, damages or expense and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character incurred in connection therewith) arising directly out of or in any way related to (i) Citigroup's actions taken or failures to act with respect to that Company and its Funds that are not consistent with the standard of care set forth in Section 3(a) or basedan Admin Associate’s bad faith, if applicablereckless disregard, on good faith reliance upon an item described in Section 3(d)negligence, or (ii) willful misfeasance taken in connection to this Agreement. In no case is the indemnity of Administrator in favor of any breach Trust Indemnitee to be deemed to protect any Trust Associate against any liability to which such Trust Associate would otherwise be subject by reason of Citigroup's representation set forth in Section 13 (a "Company Claim"). Citigroup shall not be required to indemnify any Company Indemnitee ifbad faith, prior to confessing any Company Claim against the Company Indemniteereckless disregard, the Company negligence or the Company Indemnitee does not give Citigroup written notice of and reasonable opportunity to defend against the Company Claim in its own name or willful misfeasance in the name performance of the Company Indemnitee. (d) A Citigroup Indemnitee shall not be liable for any action taken or failure to act in good faith reliance upon: (i) the advice of a Company or of counsel, who may be counsel to that Company or counsel to Citigroup, its obligations and upon statements of accountants, brokers and other persons reasonably believed in good faith by Citigroup to be experts in the matter upon which they are consulted; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board or by the Administrator to give such oral instruction. Provided that Citigroup has such reasonable belief, Citigroup shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and Citigroup may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by Citigroup to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Citigroup to be genuine and to have been signed or presented by the Company or other proper party or parties; (v) the reliance on or use by Citigroup or its agents or subcontractors of information, records, documents or services which have been prepared, maintained or performed by the Company or any other person or firm on behalf of the Company, including share certificates that are reasonably believed by Citigroup to bear the proper manual or facsimile signatures of the officers of the applicable Company, and the proper countersignature of any former transfer agent or former registrar or of a co-transfer agent or co-registrar of the Company; or (vi) the offer or sale of Shares in violation of any requirement duties under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any Federal agency or any State with respect to the offer or sale of such Shares in such State. and no Citigroup Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Citigroup reasonably believes in good faith to be genuinethis Agreement. (e) Citigroup Administrator shall not be liable for the errors of other entitled to rely on information and data provided by third-party service providers to a Company or their systemsprovider(s), including among others, pricing vendors, (whether or not selected by the errors of pricing services (other than to pursue all reasonable claims against Administrator, Trust or the pricing service based on the pricing services' standard contracts entered into by Citigroup) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade informationadviser), adviser, custodian or transfer agent other service provider to the CompanyTrust, as well as other authorized representatives of such parties without further investigation or verification. The Administrator may rely on any instruction, direction, notice, instrument or other information that Administrator reasonably believes to be genuine. Further, the Administrator may rely on the advice of Trust counsel or its own counsel as it deems appropriate. In all such cases described herein, Administrator shall have no liability to and shall be fully indemnified by the Trust for any losses or claims (as described in Section 4(b) and 4(c) with respect to such reliance. (f) Subject Notwithstanding anything in this Agreement to Section 3(a) of the contrary, neither party shall be liable under this AgreementAgreement to the other party hereto, Citigroup shall reimburse each applicable Fund or to any other party, for any net punitive, consequential, special or indirect losses to the Fund during each NAV Error Period resulting from an NAV Difference that is at least 1/10 of 1% but that is less than 1/2 of 1%. Citigroup shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least 1/2 of 1%; PROVIDED, HOWEVER, that Citigroup shall not be responsible for reimbursing any Fund with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $10damages. (g) For purposes In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party (although the failure to do so shall not prevent recovery by the Indemnified Party) and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this Agreement: (i) indemnification, and, in the NAV Difference event that the Indemnifying Party so elects, such defense shall mean be conducted by counsel chosen by the difference between Indemnifying Party and reasonably satisfactory to the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the NAV at Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the purchase or redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1% or more exists; (iii) NAV Differences and any Citigroup liability therefrom are Indemnifying Party will be asked to be calculated each time a Fund's (or Class's) NAV is calculated; (iv) in calculating any amount for which Forum would otherwise be liable under this Agreement for a particular NAV errorprovide indemnification, Fund (or Class) losses and gains shall be netted; and (v) in calculating any amount for which Citigroup would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for except with the period shall be nettedIndemnifying Party’s prior written consent. (h) Each Company has authorized or in the future may authorize Citigroup to act as a "Mutual Fund Services Member" for each Company or various Funds. Fund/SERV and Networking are services sponsored by the National Securities Clearing Corporation ("NSCC") and as used herein have the meanings as set forth in the then current edition of NSCC RULES AND PROCEDURES published by NSCC or such other similar publication as may exist from time to time. Each Company shall indemnify and hold Citigroup harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly or indirectly out of or attributed to any action or failure or omission to act by NSCC.

Standard of Care; Limitation of Liability; Indemnification. (a) Citigroup GS&Co. shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by Citigroup GS&Co. in writing. Citigroup GS&Co. shall use its best judgment and commercially reasonable efforts in rendering the services described in this Agreement. Citigroup Services and shall not be liable to a Company or any of the Company's shareholders Trust for any action error of judgment or inaction mistake of Citigroup relating law or for any loss suffered by the Trust in connection with the matters to any event whatsoever which this Agreement relates in the absence of willful misfeasance, bad faith, willful misfeasance faith or gross negligence in the performance of Citigroup's its duties or obligations under this Agreement or by reason of Citigroup's from reckless disregard by it of its obligations and duties and obligations under this Agreement. (b) Each Company The Trust agrees to indemnify and hold harmless CitigroupGS&Co., its employees, agents, affiliates and each of their respective directors, officers officers, and managers employees and any person who controls Citigroup within GS&Co. (any of GS&Co., its affiliates, their respective officers, employees and directors or such control persons, for purposes of this paragraph, a “GS&Co. Indemnitee”) against any loss, liability, claim, damages or expense (including the meaning reasonable cost of section 15 of the Securities Act investigating or section 20 of the Securities Exchange Act of 1934defending any alleged loss, as amended (the "1934 Act")liability, ("Citigroup Indemnitees")claim, against damages or expense and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character incurred in connection therewith) arising out of or in based upon (i) GS&Co.’s performance of its duties under this Agreement, or (ii) the breach of any way related to Citigroup's actions taken obligation, representation or failures to act with respect to that Company and its Funds that are consistent with warranty under this Agreement by the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a "Citigroup Claim"). A Company shall not be required to indemnify any Citigroup Indemnitee if, prior to confessing any Citigroup Claim against the Citigroup Indemnitee, Citigroup or the Citigroup Indemnitee does not give the Company written notice of and reasonable opportunity to defend against the Citigroup Claim in its own name or in the name of the Citigroup IndemniteeTrust. (c) Citigroup In no case is the indemnity of the Trust in favor of any GS&Co. Indemnitee to be deemed to protect the GS&Co. Indemnitee against any liability to which the GS&Co. Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The GS&Co. Indemnitee shall notify the Trust in writing of any claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim are served upon the GS&Co. Indemnitee (or after the GS&Co. Indemnitee receives notice of service on any designated agent). (d) Failure to notify the Trust of any claim shall not relieve the Trust from any liability that it may have to any GS&Co. Indemnitee unless failure or delay to so notify the Trust prejudices the Trust’s ability to defend against such claim. The Trust shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the GS&Co. Indemnitee, defendant or defendants in the suit. In the event the Trust elects to assume the defense of any suit and retain counsel, the GS&Co. Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of any suit, it will reimburse the GS&Co. Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of a single counsel retained by them. (e) GS&Co. agrees to indemnify and hold harmless the Trust and each Company, of its employees, agents, directors, Trustees and officers and managers any person who controls the Trust within the meaning of the 1940 Act ("Company for purposes of this paragraph, the Trust and each of its Trustees and Officers are collectively referred to as the “Trust Indemnitees")”) against any loss, against liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character incurred in connection therewith) arising out of or in any way related to based upon (i) Citigroup's actions taken the breach of any obligation, representation or failures to act with respect to that Company and its Funds that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d)warranty under this Agreement by GS&Co., or (ii) any breach of Citigroup's representation set forth in Section 13 (a "Company Claim"). Citigroup shall not be required to indemnify any Company Indemnitee if, prior to confessing any Company Claim against the Company Indemnitee, the Company or the Company Indemnitee does not give Citigroup written notice of and reasonable opportunity to defend against the Company Claim in its own name or in the name of the Company IndemniteeGS&Co. (d) A Citigroup Indemnitee shall not be liable for any action taken or ’s failure to act comply in good faith reliance upon: (i) the advice of a Company or of counsel, who may be counsel to that Company or counsel to Citigroup, and upon statements of accountants, brokers and other persons reasonably believed in good faith by Citigroup to be experts in the matter upon which they are consulted; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board or by the Administrator to give such oral instruction. Provided that Citigroup has such reasonable belief, Citigroup shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and Citigroup may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by Citigroup to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Citigroup to be genuine and to have been signed or presented by the Company or other proper party or parties; (v) the reliance on or use by Citigroup or its agents or subcontractors of information, records, documents or services which have been prepared, maintained or performed by the Company or any other person or firm on behalf of the Company, including share certificates that are reasonably believed by Citigroup to bear the proper manual or facsimile signatures of the officers of the material respect with applicable Company, and the proper countersignature of any former transfer agent or former registrar or of a co-transfer agent or co-registrar of the Company; or (vi) the offer or sale of Shares in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any Federal agency or any State with respect to the offer or sale of such Shares in such State. and no Citigroup Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Citigroup reasonably believes in good faith to be genuine. (e) Citigroup shall not be liable for the errors of other service providers to a Company or their systems, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by Citigroup) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade information), custodian or transfer agent to the Companylaws. (f) Subject In no case is the indemnity of GS&Co. in favor of any Trust Indemnitee to Section 3(a) be deemed to protect any Trust Indemnitee against any liability to which such Trust Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, Citigroup shall reimburse each applicable Fund for any net losses to the Fund during each NAV Error Period resulting from an NAV Difference that is at least 1/10 of 1% but that is less than 1/2 of 1%. Citigroup shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least 1/2 of 1%; PROVIDED, HOWEVER, that Citigroup shall not be responsible for reimbursing any Fund with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $10. (g) For purposes Trust Indemnitee shall notify GS&Co. in writing of this Agreement: (i) the NAV Difference shall mean claim within a reasonable time after the difference between summons or other first written notification giving information of the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") and nature of the NAV at which claim are served upon the purchase or redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1% or more exists; (iii) NAV Differences and any Citigroup liability therefrom are to be calculated each time a Fund's Trust Indemnitee (or Class's) NAV after the Trust Indemnitee has received notice of service on any designated agent). Failure to notify GS&Co. of any claim shall not relieve GS&Co. from any liability that it may have to the Trust Indemnitee against whom such action is calculated; (iv) in calculating any amount for which Forum would otherwise be liable under this Agreement for a particular NAV error, Fund (brought unless failure or Class) losses and gains delay to so notify GS&Co. prejudices GS&Co.’s ability to defend against such claim. GS&Co. shall be netted; entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if GS&Co. elects to assume the defense, the defense shall be conducted by counsel chosen by it and (v) reasonably satisfactory to the Trust Indemnitee, defendant or defendants in calculating the suit. In the event that GS&Co. elects to assume the defense of any amount for which Citigroup would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determinationsuit and retain counsel, Fund (the Trust Indemnitee, defendant or Class) losses defendants in the suit, shall bear the fees and gains expenses of any additional counsel retained by them. If GS&Co. does not elect to assume the defense of any suit, it will reimburse the Trust Indemnitee, defendant or defendants in the suit, for the period shall be nettedreasonable fees and expenses of any counsel retained by them. (h) Each Company has authorized No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 2(b) or 2(e) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. (i) The Trust agrees that GS&Co., its employees, officers and directors shall not be liable to the future may authorize Citigroup to act as a "Mutual Fund Services Member" Trust for each Company or various Funds. Fund/SERV and Networking are services sponsored by the National Securities Clearing Corporation ("NSCC") and as used herein have the meanings as set forth in the then current edition of NSCC RULES AND PROCEDURES published by NSCC or such other similar publication as may exist from time to time. Each Company shall indemnify and hold Citigroup harmless from and against any and all lossesactions, damages, claims, liabilities, costs, charges, reasonable counsel fees, payments, expenses and liability or losses in any way arising directly or indirectly out of or attributed relating to any action the Services for an aggregate amount in excess of the fees paid by the Trust to GS&Co. in performing services hereunder. The provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or failure loss, whether in contract, statute, tort (including, without limitation, negligence) or omission to act by NSCCotherwise.

Standard of Care; Limitation of Liability; Indemnification. (a) Citigroup GS&Co. shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by Citigroup GS&Co. in writing. Citigroup GS&Co. shall use its best judgment and commercially reasonable efforts in rendering the services described in this Agreement. Citigroup Services and shall not be liable to a Company or any of the Company's shareholders Trust for any action error of judgment or inaction mistake of Citigroup relating law or for any loss suffered by the Trust in connection with the matters to any event whatsoever which this Agreement relates in the absence of willful misfeasance, bad faith, willful misfeasance faith or gross negligence in the performance of Citigroup's its duties or obligations under this Agreement or by reason of Citigroup's from reckless disregard by it of its obligations and duties and obligations under this Agreement. (b) Each Company The Trust agrees to indemnify and hold harmless CitigroupGS&Co., its employees, agents, affiliates and each of their respective directors, officers officers, and managers employees and any person who controls Citigroup within GS&Co. (any of GS&Co., its affiliates, their respective officers, employees and directors or such control persons, for purposes of this paragraph, a “GS&Co. Indemnitee”) against any loss, liability, claim, damages or expense (including the meaning reasonable cost of section 15 of the Securities Act investigating or section 20 of the Securities Exchange Act of 1934defending any alleged loss, as amended (the "1934 Act")liability, ("Citigroup Indemnitees")claim, against damages or expense and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character incurred in connection therewith) arising out of or in based upon (i) GS&Co.’s performance of its duties under this Agreement, or (ii) the breach of any way related to Citigroup's actions taken obligation, representation or failures to act with respect to that Company and its Funds that are consistent with warranty under this Agreement by the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a "Citigroup Claim"). A Company shall not be required to indemnify any Citigroup Indemnitee if, prior to confessing any Citigroup Claim against the Citigroup Indemnitee, Citigroup or the Citigroup Indemnitee does not give the Company written notice of and reasonable opportunity to defend against the Citigroup Claim in its own name or in the name of the Citigroup IndemniteeTrust. (c) Citigroup In no case is the indemnity of the Trust in favor of any GS&Co. Indemnitee to be deemed to protect the GS&Co. Indemnitee against any liability to which the GS&Co. Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The GS&Co. Indemnitee shall notify the Trust in writing of any claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim are served upon the GS&Co. Indemnitee (or after the GS&Co. Indemnitee receives notice of service on any designated agent). (d) Failure to notify the Trust of any claim shall not relieve the Trust from any liability that it may have to any GS&Co. Indemnitee unless failure or delay to so notify the Trust prejudices the Trust’s ability to defend against such claim. The Trust shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Trust elects to assume the defense, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the GS&Co. Indemnitee, defendant or defendants in the suit. In the event the Trust elects to assume the defense of any suit and retain counsel, the GS&Co. Indemnitee, defendant or defendants in the suit, shall bear the fees and expenses of any additional counsel retained by them. If the Trust does not elect to assume the defense of any suit, it will reimburse the GS&Co. Indemnitee, defendant or defendants in the suit, for the reasonable fees and expenses of a single counsel retained by them. (e) GS&Co. agrees to indemnify and hold harmless the Trust and each Company, of its employees, agents, directors, Trustees and officers and managers any person who controls the Trust within the meaning of the 1940 Act ("Company for purposes of this paragraph, the Trust and each of its Trustees and Officers are collectively referred to as the “Trust Indemnitees")”) against any loss, against liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character incurred in connection therewith) arising out of or in any way related to (i) Citigroup's actions taken or failures to act with respect to that Company and its Funds that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), or (ii) any breach of Citigroup's representation set forth in Section 13 (a "Company Claim"). Citigroup shall not be required to indemnify any Company Indemnitee if, prior to confessing any Company Claim against the Company Indemnitee, the Company or the Company Indemnitee does not give Citigroup written notice of and reasonable opportunity to defend against the Company Claim in its own name or in the name of the Company Indemnitee. (d) A Citigroup Indemnitee shall not be liable for any action taken or failure to act in good faith reliance based upon: (i) the advice breach of a Company any obligation, representation or of counselwarranty under this Agreement by GS&Co., who may be counsel to that Company or counsel to Citigroup, and upon statements of accountants, brokers and other persons reasonably believed in good faith by Citigroup to be experts in the matter upon which they are consulted;or (ii) GS&Co.’s failure to comply in any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board or by the Administrator to give such oral instruction. Provided that Citigroup has such reasonable belief, Citigroup shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and Citigroup may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by Citigroup to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Citigroup to be genuine and to have been signed or presented by the Company or other proper party or parties; (v) the reliance on or use by Citigroup or its agents or subcontractors of information, records, documents or services which have been prepared, maintained or performed by the Company or any other person or firm on behalf of the Company, including share certificates that are reasonably believed by Citigroup to bear the proper manual or facsimile signatures of the officers of the material respect with applicable Company, and the proper countersignature of any former transfer agent or former registrar or of a co-transfer agent or co-registrar of the Company; or (vi) the offer or sale of Shares in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any Federal agency or any State with respect to the offer or sale of such Shares in such State. and no Citigroup Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Citigroup reasonably believes in good faith to be genuine. (e) Citigroup shall not be liable for the errors of other service providers to a Company or their systems, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by Citigroup) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade information), custodian or transfer agent to the Companylaws. (f) Subject In no case is the indemnity of GS&Co. in favor of any Trust Indemnitee to Section 3(a) be deemed to protect any Trust Indemnitee against any liability to which such Trust Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, Citigroup shall reimburse each applicable Fund for any net losses to the Fund during each NAV Error Period resulting from an NAV Difference that is at least 1/10 of 1% but that is less than 1/2 of 1%. Citigroup shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least 1/2 of 1%; PROVIDED, HOWEVER, that Citigroup shall not be responsible for reimbursing any Fund with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $10. (g) For purposes Trust Indemnitee shall notify GS&Co. in writing of this Agreement: (i) the NAV Difference shall mean claim within a reasonable time after the difference between summons or other first written notification giving information of the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") and nature of the NAV at which claim are served upon the purchase or redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1% or more exists; (iii) NAV Differences and any Citigroup liability therefrom are to be calculated each time a Fund's Trust Indemnitee (or Class's) NAV after the Trust Indemnitee has received notice of service on any designated agent). Failure to notify GS&Co. of any claim shall not relieve GS&Co. from any liability that it may have to the Trust Indemnitee against whom such action is calculated; (iv) in calculating any amount for which Forum would otherwise be liable under this Agreement for a particular NAV error, Fund (brought unless failure or Class) losses and gains delay to so notify GS&Co. prejudices GS&Co.’s ability to defend against such claim. GS&Co. shall be netted; entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if GS&Co. elects to assume the defense, the defense shall be conducted by counsel chosen by it and (v) reasonably satisfactory to the Trust Indemnitee, defendant or defendants in calculating the suit. In the event that GS&Co. elects to assume the defense of any amount for which Citigroup would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determinationsuit and retain counsel, Fund (the Trust Indemnitee, defendant or Class) losses defendants in the suit, shall bear the fees and gains expenses of any additional counsel retained by them. If GS&Co. does not elect to assume the defense of any suit, it will reimburse the Trust Indemnitee, defendant or defendants in the suit, for the period shall be nettedreasonable fees and expenses of any counsel retained by them. (h) Each Company has authorized No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, under the terms of section 2(b) or 2(e) above, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. (i) The Trust agrees that GS&Co., its employees, officers and directors shall not be liable to the future may authorize Citigroup to act as a "Mutual Fund Services Member" Trust for each Company or various Funds. Fund/SERV and Networking are services sponsored by the National Securities Clearing Corporation ("NSCC") and as used herein have the meanings as set forth in the then current edition of NSCC RULES AND PROCEDURES published by NSCC or such other similar publication as may exist from time to time. Each Company shall indemnify and hold Citigroup harmless from and against any and all lossesactions, damages, claims, liabilities, costs, charges, reasonable counsel fees, payments, expenses and liability or losses in any way arising directly or indirectly out of or attributed relating to any action the Services for an aggregate amount in excess of the fees paid by the Trust to GS&Co. in performing services hereunder. The provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or failure loss, whether in contract, statute, tort (including, without limitation, negligence) or omission to act by NSCCotherwise.

Standard of Care; Limitation of Liability; Indemnification. (a) Citigroup Administrator shall be under no duty obligated to take any action except as specifically set forth herein or as may be specifically agreed act in good faith and to by Citigroup in writing. Citigroup shall use its best judgment exercise commercially reasonable care and efforts in rendering the services described in this Agreement. Citigroup shall not be liable to a Company or any of the Company's shareholders for any action or inaction of Citigroup relating to any event whatsoever in the absence of bad faith, willful misfeasance or negligence diligence in the performance of Citigroup's duties or obligations under this Agreement or by reason of Citigroup's reckless disregard of its duties and obligations under this Agreement. (b) Each Company Notwithstanding anything in this Agreement to the contrary, Administrator, its affiliates and each of their respective directors, officers, control persons, employees and agents (any of Administrator, its affiliates, their respective officers, employees, agents and directors or such control persons, a “Admin Associate”) shall have no liability to the Trust, any Fund or any of the Funds’ shareholders for any action or inaction of a Admin Associate except to the extent of direct such liability results directly from the bad faith, reckless disregard, gross negligence or willful misfeasance of the Paralel Associate taken with respect to this Agreement. (c) Except when arising directly from the willful misfeasance, bad faith, reckless disregard or gross negligence of a Admin Associate taken in connection to this Agreement, the Trust agrees to indemnify and hold harmless Citigroupthe Admin Associates against any loss, its employeesliability, agentsclaim, directorsdamages or expense (including the reasonable cost of investigating or defending any alleged loss, officers liability, claim, damages or expense and managers and any person who controls Citigroup within the meaning of section 15 of the Securities Act or section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), ("Citigroup Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses incurred in connection therewith) of every nature and character any Admin Associate related to, arising out of or in based upon (i) this Agreement or any way activity related to Citigroup's actions or taken under this Agreement, or failures to act with respect to that Company and its Funds that are consistent with (ii) the standard breach of care set forth in Section 3(a) any obligation, representation or based, if applicable, on good faith reliance upon an item described in Section 3(d) (a "Citigroup Claim"). A Company shall not be required to indemnify any Citigroup Indemnitee if, prior to confessing any Citigroup Claim against warranty under this Agreement by the Citigroup Indemnitee, Citigroup or the Citigroup Indemnitee does not give the Company written notice of and reasonable opportunity to defend against the Citigroup Claim in its own name or in the name of the Citigroup IndemniteeTrust. (cd) Citigroup Administrator agrees to indemnify and hold harmless each Companythe Trust, its employeesFunds, agentsand each of its trustees and officers (for purposes of this paragraph, directorsthe Trust, its Funds, and each of its trustees and officers and managers its controlling persons are collectively referred to as the “Trust Indemnitees”) against any loss, liability, claim, damages or expense ("Company Indemnitees")including the reasonable cost of investigating or defending any alleged loss, against liability, claim, damages or expense and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees incurred in connection therewith) arising directly out of an Admin Associate’s reckless disregard, willful misfeasance, bad faith or gross negligence taken in connection to this Agreement. In no case (i) is the indemnity of Administrator in favor of any Trust Indemnitee to be deemed to protect any Trust Associate against any liability to which such Trust Associate would otherwise be subject by reason of reckless disregard, willful misfeasance, bad faith or negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (e) Administrator shall be entitled to rely on information and data provided by third-party service provider(s), including among others, pricing vendors, (whether or not selected by the Administrator, Trust or the adviser), adviser, sub-adviser, custodian or other expenses service provider to the Trust, as well as other authorized representatives of every nature such parties without further investigation or verification. The Administrator may rely on any instruction, direction, notice, instrument or other information that Administrator reasonably believes to be genuine. Further, the Administrator may rely on the advice of Trust counsel or its own counsel as it deems appropriate. In all such cases described herein, Administrator shall have no liability to and character shall be fully indemnified by the Trust for any losses or claims (as described in Section 4(b) and 4(c) with respect to such reliance. (f) Notwithstanding anything in this Agreement to the contrary, (i) neither party shall be liable under this Agreement to the other party hereto, or to any other party, for any punitive, consequential, special or indirect losses or damages; (ii) Administrator will not be liable for any trading losses, lost revenues, lost profits, whether or not such damages were foreseeable or Administrator was advised of the possibility thereof, and (iii) the maximum cumulative amount of liability of Administrator to any Fund arising out of the subject matter of, or in any way related to (i) Citigroup's actions taken or failures to act with respect to that Company and its Funds that are not consistent with the standard of care set forth in Section 3(a) or basedto, if applicable, on good faith reliance upon an item described in Section 3(d), or (ii) any breach of Citigroup's representation set forth in Section 13 (a "Company Claim"). Citigroup this Agreement shall not be required exceed the aggregate fees paid by that Fund to indemnify any Company Indemnitee if, prior to confessing any Company Claim against Administrator under this Agreement for the Company Indemnitee, most recent 12 months immediately preceding the Company or the Company Indemnitee does not give Citigroup written notice of and reasonable opportunity to defend against the Company Claim in its own name or in the name date of the Company Indemnitee. event giving rise to the claim (d) A Citigroup Indemnitee shall not be liable for any action taken or failure to act as determined on a Fund level, but in good faith reliance upon: (i) no event will it exceed the advice of a Company or of counsel, who may be counsel to that Company or counsel to Citigroup, and upon statements of accountants, brokers and other persons reasonably believed in good faith by Citigroup to be experts in the matter upon which they are consulted; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized total amount paid by the Board or by the Administrator to give Trust over such oral instruction. Provided that Citigroup has such reasonable belief, Citigroup shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and Citigroup may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by Citigroup to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Citigroup to be genuine and to have been signed or presented by the Company or other proper party or parties; (v) the reliance on or use by Citigroup or its agents or subcontractors of information, records, documents or services which have been prepared, maintained or performed by the Company or any other person or firm on behalf of the Company, including share certificates that are reasonably believed by Citigroup to bear the proper manual or facsimile signatures of the officers of the applicable Company, and the proper countersignature of any former transfer agent or former registrar or of a co-transfer agent or co-registrar of the Company; or (vi) the offer or sale of Shares in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any Federal agency or any State with respect to the offer or sale of such Shares in such State. and no Citigroup Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Citigroup reasonably believes in good faith to be genuine. (e) Citigroup shall not be liable for the errors of other service providers to a Company or their systems, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by Citigroup) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade informationperiod), custodian or transfer agent to the Company. (f) Subject to Section 3(a) of this Agreement, Citigroup shall reimburse each applicable Fund for any net losses to the Fund during each NAV Error Period resulting from an NAV Difference that is at least 1/10 of 1% but that is less than 1/2 of 1%. Citigroup shall reimburse the Fund on its own behalf and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholder, as applicable, during each NAV Error Period resulting from an NAV Difference that is at least 1/2 of 1%; PROVIDED, HOWEVER, that Citigroup shall not be responsible for reimbursing any Fund with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $10. (g) For purposes In any case in which either party (the “Indemnifying Party”) may be asked to indemnify or hold the other party (the “Indemnified Party”) harmless, the Indemnified Party will notify the Indemnifying Party promptly after identifying any situation which it believes presents or appears likely to present a claim for indemnification against the Indemnifying Party (although the failure to do so shall not prevent recovery by the Indemnified Party) and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall have the option to defend the Indemnified Party against any claim which may be the subject of this Agreement: (i) indemnification, and, in the NAV Difference event that the Indemnifying Party so elects, such defense shall mean be conducted by counsel chosen by the difference between Indemnifying Party and reasonably satisfactory to the NAV at which a shareholder purchase or redemption should have been effected ("Recalculated NAV") Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the NAV at Indemnified Party shall sustain no further legal or other expenses in respect of such claim. The Indemnified Party will not confess any claim or make any compromise in any case in which the purchase or redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1% or more exists; (iii) NAV Differences and any Citigroup liability therefrom are Indemnifying Party will be asked to be calculated each time a Fund's (or Class's) NAV is calculated; (iv) in calculating any amount for which Forum would otherwise be liable under this Agreement for a particular NAV errorprovide indemnification, Fund (or Class) losses and gains shall be netted; and (v) in calculating any amount for which Citigroup would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for except with the period shall be nettedIndemnifying Party’s prior written consent. (h) Each Company has authorized or in the future may authorize Citigroup to act as a "Mutual Fund Services Member" for each Company or various Funds. Fund/SERV and Networking are services sponsored by the National Securities Clearing Corporation ("NSCC") and as used herein have the meanings as set forth in the then current edition of NSCC RULES AND PROCEDURES published by NSCC or such other similar publication as may exist from time to time. Each Company shall indemnify and hold Citigroup harmless from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly or indirectly out of or attributed to any action or failure or omission to act by NSCC.

Standard of Care; Limitation of Liability; Indemnification. (a) Citigroup shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by Citigroup Xxxxxxx agrees it will act in writing. Citigroup shall use good faith and exercise commercially reasonable care and diligence in the performance of its best judgment and efforts in rendering the services Services described in this Agreement. Citigroup shall not be liable . (b) Notwithstanding anything in this Agreement to a Company or the contrary, Paralel, its affiliates and each of their respective directors, officers, control persons, employees and agents (any of Paralel, its affiliates, their respective officers, employees, agents and directors or such control persons, a “Paralel Associate”) shall have no liability to the Company's Trust or its shareholders for any action or inaction of Citigroup relating a Paralel Associate except to any event whatsoever in the absence of extent that such liability results directly from the bad faith, reckless disregard, gross negligence or willful misfeasance of the Paralel Associate. (c) Except when directly related to or primarily arising out of the willful misfeasance, reckless disregard, bad faith or gross negligence of a Paralel Associate, the Trust agrees to indemnify and hold harmless the Paralel Associate against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and reasonable attorney’s fees incurred in connection therewith) of any Paralel Associate related to, arising out of or based upon (i) this Agreement or any activity related to or taken under this Agreement, and/or (ii) the performance breach of Citigroup's duties any obligation, representation or obligations warranty under this Agreement by the Trust. Paralel agrees to provide the Trust with written notification of the claim within a reasonable time after the summons or by reason other first written notification giving information of Citigroup's reckless disregard the nature of the claim is served upon the Paralel Associate(s); however, failure to notify the Trust of any claim shall not relieve the Trust from any liability that it may have to the Paralel Associate against whom such action is brought unless failure or delay to so notify the Trust materially prejudices the Trust’s ability to defend against such claim. Paralel shall take all reasonable steps to mitigate any loss or damage for which it seeks indemnification under this provision, and no indemnification shall be provided for losses arising from Paralel’s failure to comply with its duties and obligations under this Agreement. (bd) Each Company Xxxxxxx agrees to indemnify and hold harmless Citigroupthe Trust, and each of its employeestrustees and officers (for purposes of this paragraph, agentsthe Trust, directors, and each of its trustees and officers and managers its controlling persons are collectively referred to as the “Trust Indemnitees”) against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expense and any person who controls Citigroup within the meaning of section 15 of the Securities Act reasonable attorney’s fees incurred in connection therewith) directly related to or section 20 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), ("Citigroup Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character primarily arising out of Xxxxxxx Associate’s reckless disregard, willful misfeasance, bad faith or gross negligence taken in connection to this Agreement. In no case (i) is the indemnity of Paralel in favor of any way related Trust Indemnitee to Citigroup's actions taken be deemed to protect any Trust Indemnitee against any liability to which such Trust Indemnitee would otherwise be subject by reason of reckless disregard, willful misfeasance, bad faith or failures negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. The Trust agrees to act provide Paralel with respect to that Company and its Funds that are consistent with written notification of the standard claim within a reasonable time after the summons or other first written notification giving information of care set forth in Section 3(a) or based, if applicable, on good faith reliance the nature of the claim is served upon an item described in Section 3(d) (a "Citigroup Claim"the Trust Indemnitee(s). A Company However, failure to notify Paralel of any claim shall not be required relieve Paralel from any liability that it may have to indemnify any Citigroup Indemnitee if, prior the Trust Indemnitees against whom such action is brought unless failure or delay to confessing any Citigroup Claim against the Citigroup Indemnitee, Citigroup or the Citigroup Indemnitee does not give the Company written notice of and reasonable opportunity so notify Paralel materially prejudices Paralel’s ability to defend against the Citigroup Claim in its own name or in the name of the Citigroup Indemnitee. (c) Citigroup agrees to indemnify and hold harmless each Company, its employees, agents, directors, officers and managers ("Company Indemnitees"), against and from any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, reasonable counsel fees and other expenses of every nature and character arising out of or in any way related to (i) Citigroup's actions taken or failures to act with respect to that Company and its Funds that are not consistent with the standard of care set forth in Section 3(a) or based, if applicable, on good faith reliance upon an item described in Section 3(d), or (ii) any breach of Citigroup's representation set forth in Section 13 (a "Company Claim"). Citigroup shall not be required to indemnify any Company Indemnitee if, prior to confessing any Company Claim against the Company Indemnitee, the Company or the Company Indemnitee does not give Citigroup written notice of and reasonable opportunity to defend against the Company Claim in its own name or in the name of the Company Indemnitee. (d) A Citigroup Indemnitee shall not be liable for any action taken or failure to act in good faith reliance upon: (i) the advice of a Company or of counsel, who may be counsel to that Company or counsel to Citigroup, and upon statements of accountants, brokers and other persons reasonably believed in good faith by Citigroup to be experts in the matter upon which they are consulted; (ii) any oral instruction which it receives and which it reasonably believes in good faith was transmitted by a person or persons authorized by the Board or by the Administrator to give such oral instruction. Provided that Citigroup has such reasonable belief, Citigroup shall have no duty or obligation to make any inquiry or effort of certification of such oral instruction; (iii) any written instruction or certified copy of any resolution of the Board, and Citigroup may rely upon the genuineness of any such document or copy thereof reasonably believed in good faith by Citigroup to have been validly executed; or (iv) as to genuineness, any signature, instruction, request, letter of transmittal, certificate, opinion of counsel, statement, instrument, report, notice, consent, order, or other document reasonably believed in good faith by Citigroup to be genuine and to have been signed or presented by the Company or other proper party or parties; (v) the reliance on or use by Citigroup or its agents or subcontractors of information, records, documents or services which have been prepared, maintained or performed by the Company or any other person or firm on behalf of the Company, including share certificates that are reasonably believed by Citigroup to bear the proper manual or facsimile signatures of the officers of the applicable Company, and the proper countersignature of any former transfer agent or former registrar or of a co-transfer agent or co-registrar of the Company; or (vi) the offer or sale of Shares in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any State that such Shares be registered in such State or in violation of any stop order or other determination or ruling by any Federal agency or any State with respect to the offer or sale of such Shares in such State. and no Citigroup Indemnitee shall be under any duty or obligation to inquire into the validity or invalidity or authority or lack thereof of any statement, oral or written instruction, resolution, signature, request, letter of transmittal, certificate, opinion of counsel, instrument, report, notice, consent, order, or any other document or instrument which Citigroup reasonably believes in good faith to be genuineclaim. (e) Citigroup No indemnified party shall settle any claim against it for which it intends to seek indemnification from the indemnifying party, without prior written notice to and consent from the indemnifying party, which consent shall not be unreasonably withheld. No indemnified or indemnifying party shall settle any claim unless the settlement contains a full release of liability with respect to the other party in respect of such action. (f) Paralel shall not be liable for the errors of Service Providers or their systems and shall be entitled to rely upon information provided by the Trust or other service providers to a Company without investigation. Paralel shall have no liability (and shall be fully indemnified by Trust) for liabilities, losses, or their systems, including the errors of pricing services (other than to pursue all reasonable claims against the pricing service based on the pricing services' standard contracts entered into by Citigroup) and errors in information provided by an investment adviser (including prices and pricing formulas and the untimely transmission of trade information), custodian or transfer agent otherwise related to the Company. (f) Subject to Section 3(a) non-compliance by Trust with applicable requirements of this Agreementany laws, Citigroup shall reimburse each applicable Fund rules and regulations of governmental authorities having jurisdiction over Trust, including, for any net losses to the Fund during each NAV Error Period resulting from an NAV Difference that is at least 1/10 avoidance of 1% but that is less than 1/2 of 1%. Citigroup shall reimburse the Fund on its own behalf doubt, U.S. securities and/or international tax laws and on behalf of each Fund shareholder for any losses experienced by the Fund or any Fund shareholderregulations, as applicable, during each NAV Error Period resulting from an NAV Difference ; provided that is at least 1/2 of 1%; PROVIDED, HOWEVER, that Citigroup this provision shall not be responsible for reimbursing any Fund with respect excuse liability to any shareholder that experiences an aggregate loss during any NAV Error Period the extent such liability results directly from the bad faith, reckless disregard, gross negligence or willful misfeasance of less than $10a Paralel Associate. (g) For purposes of this Agreement: (i) the NAV Difference In no event shall mean the difference between the NAV at which a shareholder purchase either party or redemption should have been effected ("Recalculated NAV") their respective employees, officers, trustees and the NAV at which the purchase or redemption is effected divided by Recalculated NAV; (ii) NAV Error Period shall mean any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of 1/10 of 1% or more exists; (iii) NAV Differences and any Citigroup liability therefrom are to be calculated each time a Fund's (or Class's) NAV is calculated; (iv) in calculating any amount for which Forum would otherwise directors be liable under this Agreement for a particular NAV errorconsequential, Fund (special, indirect, incidental, punitive or Class) losses and gains shall be netted; and (v) in calculating any amount for which Citigroup would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be netted. (h) Each Company has authorized or in the future may authorize Citigroup to act as a "Mutual Fund Services Member" for each Company or various Funds. Fund/SERV and Networking are services sponsored by the National Securities Clearing Corporation ("NSCC") and as used herein have the meanings as set forth in the then current edition of NSCC RULES AND PROCEDURES published by NSCC or such other similar publication as may exist from time to time. Each Company shall indemnify and hold Citigroup harmless from and against any and all losses, exemplary damages, costs, chargesexpenses or losses (including, reasonable counsel feeswithout limitation, paymentslost profits and opportunity costs or fines). The Trust agrees that Xxxxxxx’s total liability, including that of the Paralel Associates, for any actions, damages, claims, liabilities, costs, expenses and liability or losses in any way arising directly or indirectly out of or attributed relating to any action the Services described in this Agreement (including liability related to indemnification duties) is limited to three (3) times the aggregate amount of the fees paid during the most recent fiscal year (or failure in the case of the initial fiscal year of the Trust, three (3) times the fees paid or omission to act by NSCCbe paid during such full or partial fiscal year) to Paralel in performing the Services pursuant to this Agreement. The provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or loss, whether in contract, statute, tort (including, without limitation, negligence) or otherwise.