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

Standard of Care; Limitation of Liability; Indemnification. (a) Administrator shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement. (b) 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 an Admin 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 counsel fees incurred in connection therewith) of an Admin Associate related to, arising out of or based upon (i) this Agreement or any activity related to or taken under this Agreement, or (ii) the breach of any obligation, representation or warranty under this Agreement by the Trust. (d) Administrator agrees to indemnify and hold harmless the Trust, and each of its trustees and officers (for purposes of this paragraph, the Trust and each of its trustees and officers and 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 reasonable counsel fees incurred in connection therewith) arising directly out of an Admin Associate’s bad faith, reckless disregard, negligence, or willful misfeasance taken in connection to this Agreement. In no case 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 bad faith, reckless disregard, negligence or willful misfeasance in the performance of its obligations and duties under this Agreement. (e) Administrator shall be entitled to reasonably 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, custodian or other service provider to the Trust, 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) Notwithstanding anything in this Agreement to the contrary, 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. (g) 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 indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the 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 Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) Administrator Citigroup shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Citigroup in good faith writing. Citigroup shall use its best judgment and efforts in rendering the services described in this Agreement. Citigroup shall not be liable to exercise commercially reasonable care and diligence 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) 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 Each Company agrees to indemnify and hold harmless an Admin Associate 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 lossand all claims, liabilitydemands, claimactions, damages or expense (including the reasonable cost of investigating or defending any alleged losssuits, liabilityjudgments, claimliabilities, damages or expense and losses, damages, costs, charges, reasonable counsel fees incurred in connection therewith) and other expenses of an Admin Associate related to, every nature and character arising out of or based upon (i) this Agreement or in any activity way related to Citigroup's actions taken or taken under this Agreementfailures 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 (ii) the breach Citigroup Indemnitee does not give the Company written notice of any obligation, representation and reasonable opportunity to defend against the Citigroup Claim in its own name or warranty under this Agreement by in the Trustname of the Citigroup Indemnitee. (dc) Administrator Citigroup agrees to indemnify and hold harmless the Trusteach Company, and each of its trustees and officers (for purposes of this paragraphemployees, the Trust and each of its trustees and agents, directors, officers and its controlling persons are collectively referred to as the “Trust managers ("Company Indemnitees”) "), against and from any lossand all claims, liabilitydemands, claimactions, damages or expense (including the reasonable cost of investigating or defending any alleged losssuits, liabilityjudgments, claimliabilities, damages or expense and losses, damages, costs, charges, reasonable counsel fees incurred in connection therewith) and other expenses of every nature and character 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 based, if applicable, on good faith reliance upon an Admin Associate’s bad faith, reckless disregard, negligenceitem described in Section 3(d), or willful misfeasance (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 connection good faith reliance upon: (i) the advice of a Company or of counsel, who may be counsel to this Agreementthat 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. In Provided that Citigroup has such reasonable belief, Citigroup shall have no case is the indemnity duty or obligation to make any inquiry or effort of Administrator in favor certification of such oral instruction; (iii) any written instruction or certified copy of any Trust Indemnitee 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 deemed genuine and to protect 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 Trust Associate against 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 liability 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 such Trust Associate would otherwise Citigroup reasonably believes in good faith to be subject by reason of bad faith, reckless disregard, negligence or willful misfeasance in the performance of its obligations and duties under this Agreementgenuine. (e) Administrator Citigroup shall not be entitled liable for the errors of other service providers to reasonably rely 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 and data provided by third-party service provider(san investment adviser (including prices and pricing formulas and the untimely transmission of trade information), including among others, pricing vendors, (whether or not selected by the Administrator, Trust or the adviser), adviser, custodian or other service provider transfer agent to the Trust, 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 relianceCompany. (f) Notwithstanding anything in Subject to Section 3(a) of this Agreement Agreement, Citigroup shall reimburse each applicable Fund for any net losses to the contraryFund 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, neither party 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 to 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 other party hereto, or to any other party, for any punitive, consequential, special or indirect losses or damagesperiod shall be netted. (gh) In any case Each Company has authorized or in which either party (the “Indemnifying Party”) future may be asked authorize Citigroup to indemnify act as a "Mutual Fund Services Member" for each Company 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 various Funds. Fund/SERV and Networking are services sponsored by the Indemnified PartyNational Securities Clearing Corporation ("NSCC") and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall as used herein have the option 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 defend the Indemnified Party time. Each Company shall indemnify and hold Citigroup harmless from and against any claim which may be the subject and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly or indirectly out of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted or attributed to any action or failure or omission to act by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the 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 Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consentNSCC.

Standard of Care; Limitation of Liability; Indemnification. (a) Administrator Citigroup shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by Citigroup in good faith writing. Citigroup shall use its best judgment and efforts in rendering the services described in this Agreement. Citigroup shall not be liable to exercise commercially reasonable care and diligence 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) 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 Each Company agrees to indemnify and hold harmless an Admin Associate 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 lossand all claims, liabilitydemands, claimactions, damages or expense (including the reasonable cost of investigating or defending any alleged losssuits, liabilityjudgments, claimliabilities, damages or expense and losses, damages, costs, charges, reasonable counsel fees incurred in connection therewith) and other expenses of an Admin Associate related to, every nature and character arising out of or based upon (i) this Agreement or in any activity way related to Citigroup's actions taken or taken under this Agreementfailures 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 (ii) the breach Citigroup Indemnitee does not give the Company written notice of any obligation, representation and reasonable opportunity to defend against the Citigroup Claim in its own name or warranty under this Agreement by in the Trustname of the Citigroup Indemnitee. (dc) Administrator Citigroup agrees to indemnify and hold harmless the Trusteach Company, and each of its trustees and officers (for purposes of this paragraphemployees, the Trust and each of its trustees and agents, directors, officers and its controlling persons are collectively referred to as the “Trust managers ("Company Indemnitees”) "), against and from any lossand all claims, liabilitydemands, claimactions, damages or expense (including the reasonable cost of investigating or defending any alleged losssuits, liabilityjudgments, claimliabilities, damages or expense and losses, damages, costs, charges, reasonable counsel fees incurred in connection therewith) and other expenses of every nature and character 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 based, if applicable, on good faith reliance upon an Admin Associate’s bad faith, reckless disregard, negligenceitem described in Section 3(d), or willful misfeasance (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 connection good faith reliance upon: (i) the advice of a Company or of counsel, who may be counsel to this Agreementthat 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. In Provided that Citigroup has such reasonable belief, Citigroup shall have no case is the indemnity duty or obligation to make any inquiry or effort of Administrator in favor certification of such oral instruction; (iii) any written instruction or certified copy of any Trust Indemnitee 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 deemed genuine and to protect have been signed or presented by 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 a Company or any Trust Associate against 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 liability 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 such Trust Associate would otherwise Citigroup reasonably believes in good faith to be subject by reason of bad faith, reckless disregard, negligence or willful misfeasance in the performance of its obligations and duties under this Agreementgenuine. (e) Administrator Citigroup shall not be entitled liable for the errors of other service providers to reasonably rely 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 and data provided by third-party service provider(san investment adviser (including prices and pricing formulas and the untimely transmission of trade information), including among others, pricing vendors, (whether or not selected by the Administrator, Trust or the adviser), adviser, custodian or other service provider transfer agent to the Trust, 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 relianceCompany. (f) Notwithstanding anything in Subject to Section 3(a) of this Agreement Agreement, Citigroup shall reimburse each applicable Fund for any net losses to the contraryFund 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, neither party 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 to 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 other party hereto, or to any other party, for any punitive, consequential, special or indirect losses or damagesperiod shall be netted. (gh) In any case Each Company has authorized or in which either party (the “Indemnifying Party”) future may be asked authorize Citigroup to indemnify act as a "Mutual Fund Services Member" for each Company 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 various Funds. Fund/SERV and Networking are services sponsored by the Indemnified PartyNational Securities Clearing Corporation ("NSCC") and shall keep the Indemnifying Party advised with respect to all developments concerning such situation. The Indemnifying Party shall as used herein have the option 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 defend the Indemnified Party time. Each Company shall indemnify and hold Citigroup harmless from and against any claim which may be the subject and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liability arising directly or indirectly out of this indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted or attributed to any action or failure or omission to act by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the 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 Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consentNSCC.

Standard of Care; Limitation of Liability; Indemnification. (a) Administrator shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement. (b) 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 a “Admin Associate”) shall have no liability to the Trust Trust, any Fund or any of the Trust’s Funds’ shareholders for any action or inaction of an a Admin Associate except to the extent when arising such liability results directly from the bad faith, reckless disregard, gross negligence or willful misfeasance of an Admin the Paralel Associate taken with respect to this Agreement. (c) Except when arising directly from the willful misfeasance, bad faith, reckless disregard, disregard or gross negligence or willful misfeasance of an a Admin Associate taken in connection to this Agreement, the Trust agrees to indemnify and hold harmless an the Admin Associate Associates 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 counsel fees incurred in connection therewith) of an any Admin Associate related to, arising out of or based upon (i) this Agreement or any activity related to or taken under this Agreement, or (ii) the breach of any obligation, representation or warranty under this Agreement by the Trust. (d) Administrator agrees to indemnify and hold harmless the Trust, its Funds, and each of its trustees and officers (for purposes of this paragraph, the Trust Trust, its Funds, and each of its trustees and officers and 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 reasonable counsel fees incurred in connection therewith) arising directly out of an Admin Associate’s bad faith, reckless disregard, negligencewillful misfeasance, bad faith or willful misfeasance 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 bad faith, reckless disregard, willful misfeasance, bad faith or negligence or willful misfeasance 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 reasonably 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 service provider to the Trust, 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) 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, this Agreement shall not exceed the aggregate fees paid by that Fund to Administrator under this Agreement for the most recent 12 months immediately preceding the date of the event giving rise to the claim (as determined on a Fund level, but in no event will it exceed the total amount paid by the Trust over such period). (g) 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 indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the 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 Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) Administrator shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement. (b) 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 a “Admin Associate”) shall have no liability to the Trust Trust, any Fund or any of the Trust’s Funds’ shareholders for any action or inaction of an a Admin Associate except to the extent when arising of direct such liability results directly from the bad faith, reckless disregard, gross negligence or willful misfeasance of an Admin the Paralel Associate taken with respect to this Agreement. (c) Except when arising directly from the willful misfeasance, bad faith, reckless disregard, disregard or gross negligence or willful misfeasance of an a Admin Associate taken in connection to this Agreement, the Trust agrees to indemnify and hold harmless an the Admin Associate Associates 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 counsel fees incurred in connection therewith) of an any Admin Associate related to, arising out of or based upon (i) this Agreement or any activity related to or taken under this Agreement, or (ii) the breach of any obligation, representation or warranty under this Agreement by the Trust. (d) Administrator agrees to indemnify and hold harmless the Trust, its Funds, and each of its trustees and officers (for purposes of this paragraph, the Trust Trust, its Funds, and each of its trustees and officers and 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 reasonable counsel fees incurred in connection therewith) arising directly out of an Admin Associate’s bad faith, reckless disregard, negligencewillful misfeasance, bad faith or willful misfeasance 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 bad faith, reckless disregard, willful misfeasance, bad faith or negligence or willful misfeasance 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 reasonably 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 service provider to the Trust, 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) 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, this Agreement shall not exceed the aggregate fees paid by that Fund to Administrator under this Agreement for the most recent 12 months immediately preceding the date of the event giving rise to the claim (as determined on a Fund level, but in no event will it exceed the total amount paid by the Trust over such period). (g) 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 indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the 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 Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) Administrator shall be obligated to act in good faith and to exercise commercially reasonable care and diligence in the performance of its duties under this Agreement. (b) 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 an Admin 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 counsel fees incurred in connection therewith) of an Admin Associate related to, arising out of or based upon (i) this Agreement or any activity related to or taken under this Agreement, or (ii) the breach of any obligation, representation or warranty under this Agreement by the Trust. (d) Administrator agrees to indemnify and hold harmless the Trust, and each of its trustees and officers (for purposes of this paragraph, the Trust and each of its trustees and officers and 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 reasonable counsel fees incurred in connection therewith) arising directly out of an Admin Associate’s bad faith, reckless disregard, negligence, or willful misfeasance taken in connection to this Agreement. In no case 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 bad faith, reckless disregard, negligence or willful misfeasance in the performance of its obligations and duties under this Agreement. (e) Administrator shall be entitled to reasonably 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, custodian or other service provider to the Trust, 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) Notwithstanding anything in this Agreement to the contrary, 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. (g) 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 indemnification, and, in the event that the Indemnifying Party so elects, such defense shall be conducted by counsel chosen by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and thereupon the Indemnifying Party shall take over complete defense of the claim and the 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 Indemnifying Party will be asked to provide indemnification, except with the Indemnifying Party’s prior written consent.

Standard of Care; Limitation of Liability; Indemnification. (a) Administrator GS&Co. shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by GS&Co. in good faith and to exercise writing. GS&Co. shall use commercially reasonable care efforts in rendering the Services and diligence shall not be liable to the Trust for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates in the absence of willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. (b) Notwithstanding anything in this Agreement The Trust agrees to the contrary, Administratorindemnify and hold harmless GS&Co., its affiliates and each of their respective directors, officers, control persons, and employees and agents any person who controls GS&Co. (any of AdministratorGS&Co., its affiliates, their respective officers, employees, agents employees and directors or such control persons, an for purposes of this paragraph, a “Admin AssociateGS&Co. Indemnitee”) 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 an Admin 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 counsel fees incurred in connection therewith) of an Admin Associate related to, arising out of or based upon (i) this Agreement or any activity related to or taken GS&Co.’s performance of its duties under this Agreement, or (ii) the breach of any obligation, representation or warranty under this Agreement by the Trust. (c) 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) Administrator 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, Trust and each of its trustees Trustees and officers and any person who controls the Trust within the meaning of the 1940 Act (for purposes of this paragraph, the Trust and each of its trustees Trustees and officers and its controlling persons Officers 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 reasonable counsel fees incurred in connection therewith) arising directly out of an Admin Associateor based upon (i) the breach of any obligation, representation or warranty under this Agreement by GS&Co., or (ii) GS&Co.’s bad faith, reckless disregard, negligence, or willful misfeasance taken failure to comply in connection to this Agreement. any material respect with applicable securities laws. (f) In no case is the indemnity of Administrator GS&Co. in favor of any Trust Indemnitee to be deemed to protect any Trust Associate Indemnitee against any liability to which such Trust Associate Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith, reckless disregard, faith or gross negligence or willful misfeasance in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (eg) Administrator Trust Indemnitee shall notify GS&Co. in writing of the 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 Trust Indemnitee (or 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 brought unless failure or delay to so notify GS&Co. prejudices GS&Co.’s ability to defend against such claim. GS&Co. shall be entitled to reasonably 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, custodian or other service provider to the Trust, 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 participate at 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) Notwithstanding anything in this Agreement to the contrary, 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. (g) 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 indemnification, and, expense in the event that the Indemnifying Party defense or, if it so elects, such 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 the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyTrust Indemnitee, and thereupon defendant or defendants in the Indemnifying Party shall take over complete suit. In the event that GS&Co. elects to assume the defense of any suit and retain counsel, the Trust Indemnitee, defendant or defendants in the suit, shall bear the fees and 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 reasonable fees and expenses of any counsel retained by them. (h) 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 Indemnified Party indemnifying party, which consent shall sustain no further legal 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 expenses party in respect of such claimaction. (i) The Trust agrees that GS&Co., its employees, officers and directors shall not be liable to the Trust for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the Services for an aggregate amount in excess of the fees paid by the Trust to GS&Co. in performing services hereunder. The Indemnified Party will not confess any claim provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or make any compromise loss, whether in any case in which the Indemnifying Party will be asked to provide indemnificationcontract, except with the Indemnifying Party’s prior written consentstatute, tort (including, without limitation, negligence) or otherwise.

Standard of Care; Limitation of Liability; Indemnification. (a) Administrator GS&Co. shall be obligated under no duty to act take any action except as specifically set forth herein or as may be specifically agreed to by GS&Co. in good faith and to exercise writing. GS&Co. shall use commercially reasonable care efforts in rendering the Services and diligence shall not be liable to the Trust for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates in the absence of willful misfeasance, bad faith or gross negligence in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. (b) Notwithstanding anything in this Agreement The Trust agrees to the contrary, Administratorindemnify and hold harmless GS&Co., its affiliates and each of their respective directors, officers, control persons, and employees and agents any person who controls GS&Co. (any of AdministratorGS&Co., its affiliates, their respective officers, employees, agents employees and directors or such control persons, an for purposes of this paragraph, a “Admin AssociateGS&Co. Indemnitee”) 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 an Admin 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 counsel fees incurred in connection therewith) of an Admin Associate related to, arising out of or based upon (i) this Agreement or any activity related to or taken GS&Co.’s performance of its duties under this Agreement, or (ii) the breach of any obligation, representation or warranty under this Agreement by the Trust. (c) 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) Administrator 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, Trust and each of its trustees Trustees and officers and any person who controls the Trust within the meaning of the 1940 Act (for purposes of this paragraph, the Trust and each of its trustees Trustees and officers and its controlling persons Officers 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 reasonable counsel fees incurred in connection therewith) arising directly out of an Admin Associate’s bad faithor based upon (i) the breach of any obligation, reckless disregard, negligencerepresentation or warranty under this Agreement by GS&Co., or willful misfeasance taken (ii) GS&Co.’s failure to comply in connection to this Agreement. any material respect with applicable securities laws. (f) In no case is the indemnity of Administrator GS&Co. in favor of any Trust Indemnitee to be deemed to protect any Trust Associate Indemnitee against any liability to which such Trust Associate Indemnitee would otherwise be subject by reason of willful misfeasance, bad faith, reckless disregard, faith or gross negligence or willful misfeasance in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. (eg) Administrator Trust Indemnitee shall notify GS&Co. in writing of the 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 Trust Indemnitee (or 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 brought unless failure or delay to so notify GS&Co. prejudices GS&Co.’s ability to defend against such claim. GS&Co. shall be entitled to reasonably 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, custodian or other service provider to the Trust, 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 participate at 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) Notwithstanding anything in this Agreement to the contrary, 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. (g) 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 indemnification, and, expense in the event that the Indemnifying Party defense or, if it so elects, such 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 the Indemnifying Party it and reasonably satisfactory to the Indemnified PartyTrust Indemnitee, and thereupon defendant or defendants in the Indemnifying Party shall take over complete suit. In the event that GS&Co. elects to assume the defense of any suit and retain counsel, the Trust Indemnitee, defendant or defendants in the suit, shall bear the fees and 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 reasonable fees and expenses of any counsel retained by them. (h) 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 Indemnified Party indemnifying party, which consent shall sustain no further legal 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 expenses party in respect of such claimaction. (i) The Trust agrees that GS&Co., its employees, officers and directors shall not be liable to the Trust for any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the Services for an aggregate amount in excess of the fees paid by the Trust to GS&Co. in performing services hereunder. The Indemnified Party will not confess any claim provisions of this paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense or make any compromise loss, whether in any case in which the Indemnifying Party will be asked to provide indemnificationcontract, except with the Indemnifying Party’s prior written consentstatute, tort (including, without limitation, negligence) or otherwise.