Common use of Limitation of Liability and Indemnification Clause in Contracts

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent shall be responsible for the performance of only such duties as are set forth in this Agreement, and, except as otherwise provided under Section 8 hereof shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by any Company insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out a Company under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Company as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Company’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent Administrator shall be held to the exercise of act with reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trusts insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Trusts by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trusts. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence negligence, bad faith, reckless disregard or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Trusts under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trusts including, but not limited to, the accuracy thereof. Subject any liability relating to the standard qualification of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered a Trust as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund regulated investment company or any Third Party Agent liability relating to provide it a Trust’s compliance with the information required by Section 2.2 hereofany federal or state tax or securities statute, regulation or ruling during such Liability Period. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/In performing the Services, Accounting Agent shall be held to the exercise of reasonable care care, prudence and diligence, and shall act in carrying out the provisions of this Agreementgood faith and without negligence. Accounting Agent, but its directors, officers, and employees, shall be kept indemnified by the Administrators forCompanies or Accounts, as applicable, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent shall be responsible for the performance of only such duties as are set forth in this Agreement, and, except as otherwise provided under Section 8 hereof shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11Companies, the Sub-Administrator/Accounting Agent shall not be liableAccounts, and shall be indemnified by the Administrators, or GEAM for any action taken or omitted by it in good faith without negligence and in reliance upon any instructions or advice received pursuant compliance with laws applicable to Section 10 or upon any paper or document reasonably believed by it to be genuine Accounting Agent in its capacity as fund accounting agent and to have been signed by an Authorized Officer that affects the Accounting Agent’s performance of any Administrator or Third Party Agentthe Services under this Agreement. No party to this Agreement Accounting Agent shall not be liable for any special, indirect, incidental, or consequential damages arising out of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the its performance of or failure to perform any provision of its duties under this Agreement or for any except to the extent that such damages arising arise directly out of any act Accounting Agent’s willful misfeasance, bad faith, fraud, negligence, or failure violation of law applicable to act Accounting Agent in its capacity as fund accounting agent and that affects the Accounting Agent’s performance of the Services hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption, where the disruption from such events could not be reasonably prevented or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage mitigated through industry-standard contingency or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business measures. Except as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/may arise from Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgmentown negligence, (ii) mistakes of lawbad faith, fraud or (iii) loss willful misconduct or damage resulting from the performance or non-performance of its duties have occurred (ornegligence, in the case of losses or damagesbad faith, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence fraud or willful misconduct of the Sub-Administrator/an agent, Accounting Agent, its officers, employees or agents, Agent shall be limited without liability to such amount as any Company or Account for any loss, liability, claim or expense resulting from or caused by: (i) the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expensesor activities of any other party, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.other service providers;

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Trust under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall, absent bad faith, have no liability in respect of any loss, damage or expense suffered by any Fund insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for each Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely except to the extent caused by or (ii) resulting from the negligence or negligence, willful misconduct or bad faith of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information includingdamages. In any event, without limitationfor any liability or loss suffered by a Fund, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, including but not limited to, the accuracy thereof. Subject any liability relating to the standard qualification of care set forth in the first sentence of this Section 11a Fund as a regulated investment company or any liability relating to each Fund’s compliance with any federal or state tax or securities statute, regulation or ruling, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and ’s liability under this Agreement shall be without liability for any loss or damage suffered limited to such amount as a result of may be agreed upon from time to time between the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesparties hereto. The Sub-Administrator/Accounting Agent Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administratornot, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Furtherabsent bad faith, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performancedisruption. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Each Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoingseparately, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free Administrator and its directors, officers, employees and agents harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratoreach Fund or upon reasonable reliance on information or records given or made by each Fund or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own bad faith, negligence or willful misconduct. All The limitation of liability and indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held Administrator agrees to the exercise of perform its services under this Agreement with reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconductnegligence. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Fund insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence negligence, bad faith or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out calendar year (a “Liability Period”) under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered Fund as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund regulated investment company or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect relating to the Fund’s compliance with any federal or state tax or securities statute, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) regulation or ruling during such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriateLiability Period. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Fund insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent 's duties hereunder in reliance upon records that were maintained for the Fund by entities other than the Administrator prior to the Administrator's appointment as administrator for the Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith under this Agreement unless (i) solely caused by or (ii) resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the Sub-duties and obligations under this Agreement of the Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, indirect or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any AdministratorIn any event, for any liability or loss suffered by the Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Fund as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and 's liability under this Agreement shall be without liability for any loss limited to such amount as may be agreed upon from time to time between the parties hereto. Except as may arise from the Administrator's bad faith, negligence, willful misconduct or damage suffered as a result reckless disregard of the Sub-Administrator/Accounting Agent’s reasonable reliance on its duties and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoingobligations under this Agreement, the Sub-Administrator/Accounting Agent Administrator shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of disruption, nor shall any such event which actually causes loss, damage failure or expense delay give the Fund the right to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under terminate this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingAgreement. The Administrators Fund shall indemnify and hold the Sub-Administrator/Accounting Agent free and Administrator harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s 's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Fund, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence bad faith, negligence, willful misconduct or willful misconductreckless disregard of its duties and obligations under this Agreement. All The Fund will 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 liability subject to the indemnification obligations provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrators set forth Administrator or any of its affiliated persons, named as defendant or defendants in this Agreement the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or provided pursuant to this Agreement (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof Administrator's liability under this Agreement shall be limited to two times its total annual compensation earned and each Administrator agrees to make no claim against fees paid hereunder during the Sub-Administrator/Accounting Agent arising out of preceding twelve months for any liability or loss suffered by the content of such third-party data Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust's compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesruling. The Sub-Administrator/Accounting Agent Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingdisruption. The Administrators Trust shall indemnify and hold the Sub-Administrator/Accounting Agent free and Administrator harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s 's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Trust, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own gross negligence or willful misconduct. All The indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, regardless of the form of action and even if the same were foreseeable. In any kind whatsoever event, the Administrator’s cumulative liability for each calendar year (including, without limitation, attorneys’ feesa “Liability Period”) under any or in any way due with respect to the services provided hereunder or the performance of or failure to perform any provision of Trust under this Agreement regardless of the form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any such damages arising out of any act liability or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which loss suffered by the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such informationLiability Period, except as otherwise required agreed by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 15, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by such loss or (ii) resulting damage arises directly from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Trust under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable by the Trust hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof Administrator's liability under this Agreement shall be limited to its total annual compensation earned and each Administrator agrees to make no claim against fees paid hereunder during the Sub-Administrator/Accounting Agent arising out of preceding twelve months for any liability or loss suffered by the content of such third-party data Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust's compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesruling. The Sub-Administrator/Accounting Agent Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingdisruption. The Administrators Trust shall indemnify and hold the Sub-Administrator/Accounting Agent free and Administrator harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s 's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Trust, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own gross negligence or willful misconduct. All The indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 7, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Funds insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent 's duties hereunder in reliance upon records that were maintained for the Funds by entities other than the Administrator prior to the Administrator's appointment as administrator for the Funds. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof and Administrator's cumulative liability for each Administrator agrees calendar year (a "Liability Period") with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Funds under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to the lesser of: (1) four (4) times its total annual compensation earned with respect to the Funds and fees payable hereunder during the preceding Compensation Period, as defined herein, or (2) $3,000,000, for any liability or loss suffered by the Funds including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Funds as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Funds' compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The In performing the Services, Sub-Administrator shall exercise care, prudence and diligence, and shall act in good faith and without negligence. Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but its directors, officers, and employees, shall be kept indemnified by the Administrators forAdministrator, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent shall be responsible for the performance of only such duties as are set forth in this Agreement, and, except as otherwise provided under Section 8 hereof shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, Administrator or any Company or Account for any action taken or omitted by it in good faith without negligence and in reliance upon any instructions or advice received pursuant compliance with laws applicable to Section 10 or upon any paper or document reasonably believed by it to be genuine Sub-Administrator in its capacity as fund sub-administrator and to have been signed by an Authorized Officer that affects Sub-Administrator’s performance of any the Services under this Agreement. Sub-Administrator or Third Party Agent. No party to this Agreement shall not be liable for any special, indirect, incidental, or consequential damages arising out of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the its performance of or failure to perform any provision of its duties under this Agreement or for any except to the extent that such damages arising arise directly out of any act Sub- Administrator’s willful misfeasance, bad faith, fraud, negligence, or failure violation of law applicable to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator in its capacity as sub-administrator and that affects Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Services hereunder. Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption, where the disruption from such events could not be reasonably prevented or other impossibility of performancemitigated through industry-standard contingency or back-up measures. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Except as may arise from Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under ’s own negligence, bad faith, fraud or willful misconduct or the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoingnegligence, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fundbad faith, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence fraud or willful misconduct of an agent, Sub-Administrator shall be without liability to the Administrator or any Company or Account for any loss, liability, claim or expense resulting from or caused by: (i) the actions or activities of any other party, including other service providers; (ii) Sub-Administrator/Accounting Agent, its officers, employees ’s performance of the Services in reliance upon records that were maintained for a Company or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Account by entities other than Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by Administrator before the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance effective date of this Agreement, any act or omission of an Administrator, ; (iii) a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or Company’s disqualification as a result of the Subregulated investment company; and (iv) a Company’s non-Administrator/Accounting Agent’s acting upon compliance with any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorfederal or state tax or securities statute, provided that this indemnification shall not apply to actions regulation or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreementruling.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator or any Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Administrator or the Trusts by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for the Trusts. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or gross negligence, willful misconduct or fraud of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the The Sub-Administrator/Accounting Agent Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriatedamages. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrueda “Liability Period”) with respect to the Administrator and any Fund Trust under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision regardless of the sub-administration services described in Section 6.1 hereof, and to the extent caused by form of action or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, legal theory shall be limited to such amount its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claimsdefined herein, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, any liability or loss suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this AgreementAdministrator and any Trust including, but not limited to, any act or omission liability relating to qualification of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or Trust as a result of regulated investment company or any liability relating to the Sub-Administrator/Accounting Agent’s acting upon Trusts’ compliance with any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorfederal or state tax or securities statute, provided that this indemnification shall not apply to actions regulation or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconductruling during such Liability Period. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the duties and obligations of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the The Sub-Administrator/Accounting Agent Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s 's cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrueda "Liability Period") with respect to any Fund the Administrator under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators)Agreement, and, in each case only with respect to the provision regardless of the sub-administration services described in Section 6.1 hereof, and to the extent caused by form of action or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agentslegal theory, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred total annual compensation earned by the Sub-Administrator/Accounting Agent caused Administrator with respect to the Fund and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Administrator or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this AgreementFund including, but not limited to, any act or omission liability relating to qualification of an Administrator, a the Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of regulated investment company or any liability relating to the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.Fund's compliance with

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company, the Trust, Framlington or St. Clair insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent 's duties hereunder in reliance upon records that were maintained for the Company, the Trust, Framlington or St. Clair by entities other than the Administrator prior to the Administrator's appointment as administrator for the Company, the Trust, Framlington and St. Clair. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith under this Agreement unless (i) solely caused by or (ii) resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the Sub-duties and obligations under this Agreement of the Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, indirect or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any AdministratorIn any event, Fund for any liability or Third Party Agent (including any Authorized Price Source) from which loss suffered by the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationCompany, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data Trust, Framlington or St. Clair including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Company, the Trust, Framlington or St. Clair as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Company, the Sub-Trust, Framlington or St. Clair's compliance with any federal or state tax or securities statute, regulation or ruling, the Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and 's liability under this Agreement shall be without liability for any loss limited to such amount as may be agreed upon from time to time between the parties hereto. Except as may arise from the Administrator's bad faith, negligence, willful misconduct or damage suffered as a result reckless disregard of the Sub-Administrator/Accounting Agent’s reasonable reliance on its duties and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoingobligations under this Agreement, the Sub-Administrator/Accounting Agent Administrator shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of disruption, nor shall any such event which actually causes loss, damage failure or expense to any Administrator with respect to any Funddelay give the Company, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under Trust, Framlington or St. Clair the circumstances right to mitigate terminate this Agreement. Each of the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoingCompany, the Sub-Administrator/Accounting Agent shall enter into Trust, Framlington and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators St. Clair shall indemnify and hold the Sub-Administrator/Accounting Agent free and Administrator harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s 's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Company, the Trust, Framlington or St. Clair, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence bad faith, negligence, willful misconduct or willful misconductreckless disregard of its duties and obligations under this Agreement. All indemnification obligations Each of the Administrators set forth Company, the Trust, Framlington and St. Clair will be entitled to participate at its own expense in this Agreement the defense, or, if it so elects, to assume the defense of any suit brought to enforce any liability subject to the indemnification provided above. In the event the Company, the Trust, Framlington or provided pursuant St. Clair elects to this Agreement assume the defense of any such suit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company, the Trust, Framlington or St. Clair shall have specifically authorized the retaining of such counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by a Company insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for such Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company, provided that the Administrator has acted on the reasonable belief that such records or information are genuine and have been signed or presented by the proper party. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out each Company under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Company as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Company’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Bank shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. Specifically, the Bank shall have no responsibility for the accuracy or completeness of information generated by ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ & Co., another service provider to GST, and provided to the Bank in order that the Bank can provide the Form N-SAR preparation services described in Section 5 above with respect to the Other Funds. The Sub-Administrator/Accounting Agent Bank shall have no liability in respect of any loss, damage or expense suffered by the Trusts insofar as such loss, damage or expense arises from the performance of the Bank’s duties hereunder solely in reliance upon records that were maintained for the Trusts by entities other than the Bank prior to the Bank’s provision of enhanced accounting services for the Trusts. The Bank shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely except to the extent caused by or (ii) resulting from the negligence negligence, bad faith or willful misconduct of the Sub-Administrator/Accounting AgentBank, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Bank shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any AdministratorIn any event, Fund for any liability or Third Party Agent (including any Authorized Price Source) from which loss suffered by the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationBank, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of Bank’s total cumulative liability under this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and Agreement shall be without liability for any loss or damage suffered limited to such amount as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect may be mutually agreed upon in writing from time to the use of data obtained from Authorized Price Sourcestime. The Sub-Administrator/Accounting Agent Bank shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, disaster or governmental action or communication disruption or other impossibility of performanceaction. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators Each Trust shall indemnify and hold the Sub-Administrator/Accounting Agent free and Bank harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Bank resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting AgentBank’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Trust, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting AgentBank, its officers or employees in cases of its or their own negligence negligence, bad faith or willful misconduct. All The indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent Administrator shall act in good faith and without negligence and shall be held to the exercise of reasonable care (the “Standard of Care”) at all times in carrying out the provisions its performance of all services performed under this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the bad faith, negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Trust under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, the accuracy thereof. Subject any liability relating to the standard of care set forth in the first sentence of this Section 11Trust’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trusts insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Trusts by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trusts. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence negligence, bad faith or willful misconduct or reckless disregard of its duties and/or obligations under this Agreement, of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty ’s cumulative liability with respect to the accuracy Trusts under this Agreement regardless of the form of action or completeness of any such information and legal theory shall be without liability for any loss or damage suffered limited to such amount as a result of may be agreed upon from time to time between the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesparties hereto. The Sub-Administrator/Accounting Agent Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingdisruption. The Administrators Trusts shall indemnify and hold the Sub-Administrator/Accounting Agent free Administrator and its directors, officers, employees and agents harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Trusts or upon reasonable reliance on information or records given or made by the Trusts or their investment advisers, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence negligence, bad faith, willful misconduct or willful misconductreckless disregard of its or their duties and/or obligations under this Agreement. All The limitation of liability and indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent State Street shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent State Street shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of State Street’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than State Street prior to State Street’s employment as service provider for the Trust. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting AgentState Street, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent State Street shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information includingdamages. In any event, without limitation, State Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out Trust under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6 of this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for each Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence negligence, bad faith or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out each Company under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Company as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Company’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent 's duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator's appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof and Administrator's cumulative liability for each Administrator agrees calendar year (a "Liability Period") with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Trust under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust's compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. a. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof in this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officerssub-contractors, officers or employees in the performance of its or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to their obligations under this Agreement or by reason of the reckless disregard of its or their duties under this Agreement. b. Neither party shall be liable to the other for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent damages arising out of the content of such third-party data including, but any act or failure to act hereunder. c. The Administrator shall not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection disruption, provided that: (1) the Administrator has implemented and maintains a business continuity plan that is deemed to be reasonable and appropriate by the Board, (2) the business continuity plan complies with applicable laws, rules and regulations, and (3) the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable uses its best efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up losses of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. Portfolios. d. The Administrators Trust shall indemnify and hold harmless the SubAdministrator and its directors, officers, employees and sub-Administrator/Accounting Agent free contractors against all loss, cost, damage and harmless from all claims, demands, actions suits, losses, costs, damages and expensesexpense, including reasonable fees and expenses for legal counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by Administrator as a result of any claim, demand, action or resulting suit in connection with or arising from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act action or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent Administrator in the performance of its duties hereunderunder this Agreement, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it the Administrator to be genuine and to have been duly authorized by an Administratorthe Trust or upon reasonable reliance on information or records given or made by the Trust, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification misconduct in the performance of their obligations of the Administrators set forth in and duties under this Agreement or provided pursuant to by reason of the reckless disregard of its or their duties under this Agreement. e. The Administrator shall indemnify and hold harmless the Trust and its trustees, officers, employees and agents against all loss, cost, damage and expense, including reasonable fees and expenses for legal counsel, incurred by the Trust or its trustees, officers, employees or agents as a result of any claim, demand, action or suit in connection with or arising from the negligence or willful misconduct of the Administrator or its sub-contractors, officers or employees in the performance of its or their obligations and duties under this Agreement or by reason of the reckless disregard of its or their duties under this Agreement. f. The indemnifications contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof Administrator's liability under this Agreement shall be limited to the greater of its total annual compensation earned and each Administrator agrees to make no claim against fees paid hereunder during the Sub-Administrator/Accounting Agent arising out of preceding two years or $500,000 for any liability or loss suffered by the content of such third-party data Fund including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Fund as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Fund's compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesruling. The Sub-Administrator/Accounting Agent Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingdisruption. The Administrators Fund shall indemnify and hold the Sub-Administrator/Accounting Agent free and Administrator harmless from all claimsloss, demandscost, actions suitsdamage and expense, including reasonable fees and expenses for counsel, incurred by the Administrator resulting from any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, the performance of its duties hereunder, or as a result of acting upon any instructions reasonably believed by it to have been duly authorized by the Fund, provided that this indemnification shall not apply to any losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by arising out of or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own 's negligence or willful misconduct. All The Fund will 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 liability subject to the indemnification obligations provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrators set forth Administrator or any of its affiliated persons, named as defendant or defendants in this Agreement the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or provided pursuant to this Agreement (ii) the Administrator shall survive have determined in good faith that the termination retention of this Agreementsuch counsel is required as a result of a conflict of interest.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Advisor or the Fund insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Advisor or the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as Sub-Administrator hereunder. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the The Sub-Administrator/Accounting Agent Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriatedamages. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (ia “Liability Period”) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision regardless of the sub-administration services described in Section 6.1 hereof, and to the extent caused by form of action or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, legal theory shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.total

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators forTFL and its subcontractors (if any), and its and their respective officers, directors, agents or designees, shall not be without liability in respect ofliable for any loss incurred by COMPANY occasioned by acts performed (or not performed) by them, any action taken or omitted advice or assistance given by it (includingthem, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent shall be responsible for in the performance of their duties hereunder, and in any event shall be liable only for willful wrongdoing or gross negligence and not for honest errors of judgment; provided, however, that in no event shall TFL or such duties as are set forth in this Agreement, and, except as otherwise provided under Section 8 hereof shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent shall have no liability subcontractors be held liable for any error of judgment or mistake of law consequential damages or for any loss of profits suffered by COMPANY or damage resulting from by any third party, and provided further that the performance or nonperformance amount of damages claimed in respect of all breaches of contract that may occur during one fiscal year in regard to COMPANY shall not exceed the amount of compensation which COMPANY owes and/or has paid to TFL for the fiscal year during which the breach of contract has occurred. COMPANY agrees to indemnify and hold harmless TFL and its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agentsubcontractors, and its and their respective officers, employees or agents. Subject to the standard of care set forth in this Section 11directors, the Sub-Administrator/Accounting Agent shall not be liableagents and designees, from and shall be indemnified by the Administratorsagainst all costs, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any specialdamages, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitationjudgments, attorneys’ fees) under , expenses, obligations and liabilities of every kind and nature which they or any of them may incur, sustain or be required to pay in any way due to the services provided hereunder connection with or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties their obligations hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator (unless such costs, damages, judgments, fees, expenses, obligations or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without liabilities are incurred in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence or arise out of any such event which actually causes loss, damage willful wrongdoing or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fundgross negligence). Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in This Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement III shall survive the termination of this AgreementAgreements. COMPANY hereby agrees and acknowledges that any risk of business records loss and business interruption loss are assumed by COMPANY, and that TFL will not provide business records insurance or business interruption insurance.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trusts insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Trusts by entities other than the Administrator prior to the Administrator’s appointment as administrator hereunder. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from or attributable to (a) the negligence negligence, willful misconduct, bad faith or willful misconduct reckless disregard of the Sub-Administrator/Accounting Agent, its officersofficers or employees, employees or agents(b) the material breach of this Agreement by the Administrator. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Trusts under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned with respect to the Trusts and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trusts including, but not limited to, the accuracy thereof. Subject any liability relating to qualification of a Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trusts’ compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent State Street shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent State Street shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of State Street’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than State Street prior to State Street’s employment as service provider for the Trust. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting AgentState Street, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent State Street shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information includingdamages. In any event, without limitation, State Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out Trust under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth Trust’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. “Compensation Period” Information Classification: Limited Access shall mean the calendar year ending immediately prior to each Liability Period in which the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility event(s) giving rise to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without State Street’s liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesthat period have occurred. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent Compensation Period for purposes of calculating the annual cumulative liability of State Street for the Liability Period commencing on the date of this Agreement and terminating on December 31, 2018 shall have no liability in respect be the date of any lossthis Agreement through December 31, damage or expense suffered by any Administrator or any Fund2018, insofar as such losscalculated on an annualized basis, damage or expense arises from and the performance Compensation Period for the Liability Period commencing January 1, 2019 and terminating on December 31, 2019 shall be the date of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this AgreementAgreement through December 31, 2018, calculated on an annualized basis. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent State Street shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingdisruption. The Administrators Trust shall indemnify and hold the Sub-Administrator/Accounting Agent free State Street and its directors, officers, employees and agents harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or State Street resulting from the Sub-Administrator/Accounting Agentany claim, demand, action or suit in connection with State Street’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Trust or upon reasonable reliance on information or records given or made by the Trust or its investment adviser, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting AgentState Street, its officers or employees in cases of its or their own gross negligence or willful misconduct. All The limitation of liability and indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent A. Except as provided in this Section, no party to this Agreement shall be held assume any additional liability of any kind due to its execution of this Agreement or its participation in the HMIS. It is the intent of the parties that each party shall remain liable, to the exercise extent provided by law, regarding its own acts and omissions; but that no party shall assume additional liability on its own behalf or liability for the acts of reasonable care any other person or entity through participation in carrying out HMIS except for the provisions acts and omissions of its own employees, volunteers, agents or contractors. The parties specifically agree that this AgreementAgreement is for the benefit of the parties only and creates no rights in any third party. B. AGENCY agrees to indemnify, but shall be kept indemnified by the Administrators fordefend and hold harmless HMIS LEAD, including its directors, officers, employees, representatives, and shall be without liability in respect of, agents from and against any action taken or omitted by it and all claims and liabilities (including, without limitation, acting all damages, costs, and expenses, including legal fees and disbursements paid or incurred) arising from the intentional acts or omissions, negligence, or strict liability of AGENCY, its directors, officers, employees, representatives, or agents, or AGENCY's breach of this Agreement, including any breach associated with Identifying information. This Section shall survive the termination of this Agreement. C. Without limiting any other provision of this Agreement, AGENCY and its Users shall be solely responsible for all decisions and actions taken or not taken involving services, treatment, patient care, utilization management, and quality management for their respective patients and Clients resulting from or in accordance with any Proper Instructions) in good faith without negligence way related to the use of the HMIS or willful misconductthe Information made available thereby. The Sub-Administrator/Accounting Agent AGENCY and Users shall have no recourse against, and hereby waive, any claims against HMIS LEAD for any loss, damage, claim or cost relating to or resulting from its own use or misuse of the HMIS. D. AGENCY acknowledges and agrees that the HMIS is an information management tool only and that it contemplates and requires the involvement of Agencies and Users that are qualified to maintain, collect and enter information into the HMIS. AGENCY further acknowledges and agrees that HMIS LEAD has not represented its services as having the ability to perform any tasks that constitute the practice of medicine or of other professional or academic disciplines. HMIS LEAD shall not be responsible for any errors, misstatements, inaccuracies, or omissions regarding the performance content of only the HMIS, although every effort has been made to ensure its quality and accuracy. AGENCY assumes all risk for selection and use of the content in the HMIS. E. All data to which access is made through the HMIS originates from Participating Agencies, and not from HMIS LEAD. All such duties as are set forth data is subject to change arising from numerous factors, including without limitation, changes to Client information made at the request of the Client, changes in the Client’s condition, the passage of time and other factors. HMIS LEAD neither initiates the transmission of any data nor monitors the specific content of data being transmitted. Without limiting any other provision of this Agreement, and, except as otherwise provided under Section 8 hereof HMIS LEAD shall have no responsibility for or liability related to the actions accuracy, content, currency, completeness, content or activities delivery of any other partydata either provided by AGENCY, or used by AGENCY, pursuant to this Agreement. F. Access to the HMIS and the information obtained by AGENCY pursuant to the use of those services are provided “as is” and “as available.” AGENCY is solely responsible for any and all acts or omissions taken or made in reliance on the HMIS or the information in the HMIS, including other service providersinaccurate or incomplete information. The Sub-Administrator/Accounting Agent It is expressly agreed that in no event shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall HMIS LEAD be liable for any special, indirect, incidentalconsequential, or consequential damages of any kind whatsoever (includingexemplary damages, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard loss of care set forth in the first sentence profits or revenues, loss of this Section 11use, the Sub-Administrator/Accounting Agent shall have no responsibility to reviewor loss of information or data, confirm or otherwise assume any duty with respect to the accuracy or completeness of whether a claim for any such information and shall be without liability for any loss or damage suffered as a result damages is premised upon breach of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization contract, breach of such informationwarranty, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administratornegligence, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or causedstrict liability, or any loss other theories of liability, even if HMIS LEAD has been apprised of the possibility or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect likelihood of such event on the Administrator with respect to such Funddamages occurring. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into HMIS LEAD disclaims any and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative all liability for each calendar year in which (i) errors erroneous transmissions and loss of judgment, (ii) mistakes of law, or (iii) loss or damage service resulting from communication failures by telecommunication service providers or the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this AgreementHMIS.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Fund insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent 's duties hereunder in reliance upon records that were maintained for the Fund by entities other than the Administrator prior to the Administrator's appointment as administrator for the Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith under this Agreement unless (i) solely caused by or (ii) resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the Sub-duties and obligations under this Agreement of the Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, indirect or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any AdministratorIn any event, for any liability or loss suffered by the Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Fund as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and 's liability under this Agreement shall be without liability for any loss limited to such amount as may be agreed upon from time to time between the parties hereto. Except as may arise from the Administrator's bad faith, negligence, willful misconduct or damage suffered as a result reckless disregard of the Sub-Administrator/Accounting Agent’s reasonable reliance on its duties and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoingobligations under this Agreement, the Sub-Administrator/Accounting Agent Administrator shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of disruption, nor shall any such event which actually causes loss, damage failure or expense delay give the Fund the right to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under terminate this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingAgreement. The Administrators Fund shall indemnify and hold the Sub-Administrator/Accounting Agent free and Administrator harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s 's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Fund, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence bad faith, negligence, willful misconduct or willful misconduct. All indemnification reckless disregard of its duties and obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of under this Agreement. The Fund will 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 liability subject to the indemnification provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrator or any of its affiliated persons, named as defendant or defendants in the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent duties of the Administrator shall be held confined to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent shall be responsible for the performance of only such duties as are those expressly set forth in this Agreement, andand no implied duties are assumed by or may be asserted against the Administrator. In the absence of gross negligence, except as otherwise provided under Section 8 hereof bad faith or fraud in the performance of the Services, the Administrator shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent shall have no liability not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or damage resulting from for any act or omission in carrying out its duties under this Agreement. As used in this ARTICLe 5, the term "ADMINISTRATOR" shall include the officers, directors, employees, affiliates and agents of the Administrator as well as that entity itself. Each Fund shall be solely responsible for its compliance with applicable investment policies, the Offering Memorandum, and any laws and regulations governing the manner in which its assets may be invested, and shall be responsible for any losses attributable to non-compliance with the Offering Memorandum, any applicable policies, laws and regulations governing such Fund, its activities or the duties, actions or omissions of the Investment Manager. The Administrator shall not in any circumstances be liable for any indirect, special, punitive or consequential damages of any nature whatsoever. The Administrator shall not be responsible for any inaccuracy, failure or delay in the performance or nonperformance of any of its duties hereunder in good faith unless obligations under this Agreement if such inaccuracy, failure or delay was due to (i) solely caused by the inaccuracy, failure or delay was due to the failure or delay of any Fund, underlying fund or either of their respective agents to perform its obligations under this Agreement or (ii) resulting the Administrator's reliance on Fund Data. Each party shall have the duty to mitigate its damages for which another party may become responsible. Each Fund shall indemnify and hold harmless the Administrator from and against and the Administrator shall have no liability in connection with any and all actions, suits and claims, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, reasonable counsel fees and disbursements, payments, expenses and liabilities (including reasonable investigation expenses) arising directly or indirectly out of: (i) any act or omission of the Administrator in carrying out its duties hereunder or as a result of the Administrator's reliance upon any instructions, notice or instrument that the Administrator reasonably believes is genuine and signed or presented by an authorized Person; provided that this indemnification shall not apply if any such loss, damage or expense is caused by or arises from the Administrator's bad faith, fraud or gross negligence or willful misconduct in the performance of the Sub-Administrator/Accounting AgentServices; (ii) any material violation by any Fund or the Investment Manager of any applicable investment policy, its officerslaw or regulation, employees (iii) any material misstatement or agents. Subject to omission in the standard Offering Memorandum or any Fund Data; (iii) any material breach by a Fund of care set forth any representation, warranty or agreement contained in this Section 11Agreement; (iv) any act or omission of a Fund, an underlying fund, , a Fund's other service providers (such as custodians, prime brokers, transfer agents, investment advisors and sub-advisers); (vi) any pricing error caused by the failure of a Fund's Investment Manager or sub-adviser to provide a trade ticket or for incorrect information included in any trade ticket; (vii) any side letter arrangement between an investor in a Fund and the Fund or its sponsor; or (viii) any act or omission of the Administrator as a result of the Administrator's compliance with the Regulations, including, but not limited to, returning an investor's investment or restricting the payment of redemption proceeds. The Administrator may apply to any Fund, the Sub-Investment Manager or any Person acting on a Fund's behalf at any time for instructions and may consult counsel for any Fund or the Investment Manager or with accountants, counsel and other experts with respect to any matter arising in connection with the Administrator/Accounting Agent 's duties hereunder, and the Administrator shall not be liable, and shall be indemnified by the Administrators, liable or accountable for any action taken or omitted by it in good faith in reliance upon any instructions accordance with such instruction or with the advice received of counsel, accountants or other experts. Also, the Administrator shall not be liable for actions taken pursuant to Section 10 or upon any paper or document which it reasonably believed by it believes to be genuine and to have been signed by an Authorized Officer the proper Person or Persons. The Administrator shall not be held to have notice of any change of authority of any officer, employee or agent of a Fund until receipt of written notice thereof. To the extent that the Administrator or Third Party Agent. No party consults with Fund counsel pursuant to this Agreement provision, any such expense shall be liable borne by the applicable Fund. The Administrator shall have no liability for any specialits reliance on Fund Data or the performance or omissions of unaffiliated third parties such as, indirectby way of example and not limitation, incidentaltransfer agents, or consequential damages of any kind whatsoever sub-transfer agents, custodians, prime brokers, placement agents, third party marketers, asset data service providers, investment advisers (including, without limitation, attorneys’ feesthe Investment Manager) under any or in any way due to the services provided hereunder sub-advisers, current or the performance of former third party service providers, Pricing Sources, software providers, printers, postal or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunderdelivery services, prior administrators, telecommunications providers and processing and settlement services. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports The Administrator may rely on and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility duty to review, investigate or confirm or otherwise assume any duty with respect to the accuracy or completeness adequacy of any such information and shall be without liability for provided by any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesforegoing third parties. The Sub-Administrator/Accounting Agent Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any laws relating to the purchase or sale of Shares in a Fund. Further, each Fund assumes full responsibility for the Sub-Administrator/Accounting Agent preparation, contents and distribution of its Offering Memorandum and its compliance with any applicable laws, rules, and regulations. The indemnification rights hereunder shall use commercially include the right to reasonable efforts under advances of defense expenses in the circumstances to mitigate the negative effect event of such event on the Administrator any pending or threatened litigation or Action with respect to such Fundwhich indemnification hereunder may ultimately be merited. Notwithstanding If in any case a Fund may be asked to indemnify or hold the foregoingAdministrator harmless, the Sub-Administrator/Accounting Agent Administrator shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up promptly advise such Fund of the computer files pertinent facts concerning the situation in question, and data with respect the Administrator will use all reasonable care to identify and notify such Fund promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification, but failure to do so shall not affect the rights hereunder. A Fund shall be entitled to participate at its own expense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If a Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by such Fund and satisfactory to the FundAdministrator, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriatewhose approval shall not be unreasonably withheld. In the event that a Fund elects to assume the defense of any eventsuit and retain counsel, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from Administrator shall bear the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses of any additional counsel retained by it. If a Fund does not elect to assume the defense of a suit, it will reimburse the Administrator for counsel, suffered or incurred the fees and expenses of any counsel retained by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance . The provisions of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement ARTICLE 5 shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Trust under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall (a) Investment Manager, its affiliates and each of their respective officers, managers, employees, agents, affiliates and representatives will not be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent shall be responsible liable for the performance of only such duties as are set forth in this Agreement, and, except as otherwise provided under Section 8 hereof shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused any loss, damage, or liability of any kind incurred by Client (including without limitation legal expenses and costs and expenses relating to investigating and defending any claims) by or with respect to the Account unless such losses are actual investment losses (iiand not incidental or consequential losses or expenses) resulting which are the direct result of an act or omission by Investment Manager which are finally determined by a court of competent jurisdiction to have resulted directly from the Investment Manager’s breach of fiduciary duty under ERISA, negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunderobligations as described by this Agreement, or (ii) under any circumstances, any consequential, special or indirect losses or damages which Client may incur or suffer by or as a result consequence of Investment Manager’s performance of, or failure to perform, the Sub-Administrator/Accounting Agent’s acting upon services to be provided hereunder, whether or not the likelihood of such losses or damages was known by Investment Manager. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any instructions way constitute a waiver or limitation of any rights which Client may have under any federal securities laws or ERISA. (b) Notwithstanding the foregoing, Investment Manager shall not have breached any obligation to Client and shall incur no liability from any loss resulting from (i) the actions or inactions of Client or its Custodian or other agents, (ii) Investment Manager following the directions of Client, or not following unlawful or unreasonable directions of Client, (iii) the actions or inactions of brokers or dealers selected by Investment Manager or (iv) force majeure or other events beyond the reasonable control of Investment Manager, including without limitation any failure, default or delay in performance resulting from computer failure or breakdown in communications not reasonably within the control of Investment Manager. (c) Client shall indemnify, defend and hold Investment Manager and its officers, managers, employees, agents and representatives harmless from and against any suit, judgment, claim, asserted claim, demand, loss, liability, expense or interest (including Proper Instructionslegal fees and expenses) reasonably believed (“Losses and Expenses”) arising out of or in connection with this Agreement, excluding however those Losses and Expenses which are finally determined by it a court of competent jurisdiction to have been duly authorized by an Administratorresulted directly from Investment Manager’s breach of fiduciary duty under ERISA, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification misconduct in the performance of its obligations as described by this Agreement. (d) Investment Manager does not guarantee the future performance of the Administrators set forth Account or any specific level of performance or the success of any investment decision or strategy that Investment Manager may employ in this Agreement managing the Account. There can be no assurance that Client’s investment objectives will be achieved. Client understands that an investment could lose value and the Account could lose money. Strategies available through Investment Manager may use certain investment vehicles and techniques that carry a higher degree of risk or volatility than other available strategies. (e) Investment Manager and any service provider and their respective affiliates, employees and agents shall not be liable for any misstatement or omission contained in any information provided pursuant by Client, or for any loss, liability, claim, damage or expense, whatsoever, as incurred, arising out of or attributable to this Agreement such misstatement or omission. (f) This Section 13 shall survive resignation of Investment Manager or the termination of this Agreement. Nothing in this Agreement shall in any way constitute a waiver or limitation of any rights that may not be so limited or waived in accordance with applicable law.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Administrator or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as administrator for the Administrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by such loss or (ii) resulting from damage arises directly from, and then only to the extent of, the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the The Sub-Administrator/Accounting Agent Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. Any AdministratorIn any event, Fund or Third Party Agent (including any Authorized Price Source) from which except as otherwise agreed to in writing by the parties hereto, the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in ’s cumulative liability for each calendar year (a “Liability Period”) with respect to the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out performed under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Administrator including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm Trust’s compliance with any federal or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.state tax

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent 's duties hereunder in reliance upon records that were maintained for the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator's appointment as sub-administrator for the Fund. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the duties and obligations of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the The Sub-Administrator/Accounting Agent Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages damages, of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or Agreement. In any event, for any such damages arising out liability or loss suffered by the Administrator on behalf of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject any liability relating to qualification of any Fund as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Fund's compliance with any federal or state tax or securities statute, regulation or ruling, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to 's liability under the accuracy or completeness of any such information and Agreement shall be without liability for any loss or damage suffered limited to such amount as a result of may be agreed upon from time to time between the parties hereto. Except as may arise from the Sub-Administrator/Accounting Agent’s reasonable reliance on 's bad faith, negligence, willful misconduct or reckless disregard of its duties and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoingobligations under this Agreement, the Sub-Administrator/Accounting Agent Administrator shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingdisruption. The Administrators Administrator shall indemnify and hold the Sub-Administrator/Accounting Agent free and Administrator harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Sub- Administrator/Accounting Agent’s 's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an AdministratorAdministrator or the Fund, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence bad faith, negligence, willful misconduct or willful misconductreckless disregard of their duties and obligations. All The Administrator will 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 liability subject to the indemnification obligations provided above. In the event the Administrator elects to assume the defense of any such suit and retain counsel, the Administrators set forth Sub-Administrator or any of its affiliated persons, named as defendant or defendants in this Agreement the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Administrator shall have specifically authorized the retaining of such counsel or provided pursuant to this Agreement (ii) the Sub-Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Funds or the Investment Manager insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent ’s duties hereunder solely in reliance upon records that were maintained for the Funds or the Investment Manager by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as sub-administrator for the Funds. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence gross negligence, bad faith or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the The Sub-Administrator/Accounting Agent Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages. Any AdministratorIn any event unless otherwise agreed to in writing by the parties, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports ’s cumulative liability for each calendar year (a “Liability Period”) with respect to the Funds and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned with respect to the Funds and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Funds or the Investment Manager including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Funds as regulated investment companies or any liability relating to the standard of care set forth in the first sentence of this Section 11Funds’ compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, including those set forth on Schedule B annexed hereto which forms a part hereof, as such Schedule B may be amended from time to time, and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Fund under this Agreement, regardless of the content form of such third-party data action or legal theory, shall be limited to the total annual compensation earned by the Administrator with respect to the Fund and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered Fund as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund regulated investment company or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect relating to the Fund’s compliance with any federal or state tax or securities statute, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) regulation or ruling during such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriateLiability Period. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trusts insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for a Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for such Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the bad faith, negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out each Trust under this Agreement regardless of the content form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period with respect to such third-party data Trust, as defined herein, for any liability or loss suffered by such Trust including, but not limited to, the accuracy thereof. Subject any liability relating to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered Trust’s operation as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss commodity pool or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.any

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any AdministratorIn any event, Fund for any liability or Third Party Agent (including any Authorized Price Source) from which loss suffered by the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s 's cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrueda "Liability Period") with respect to any Fund the Trust under this Agreement (irrespective regardless of when such losses the form of action or damages actually may legal theory shall be paid or suffered by the Administrators), and, in each case only limited to its total annual compensation earned with respect to the provision Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the sub-administration services described in Section 6.1 hereof, and Trust as a regulated investment company or any liability relating to the extent caused by Trust's compliance with any federal or resulting from the negligence state tax or willful misconduct of the Sub-Administrator/Accounting Agentsecurities statute, its officers, employees regulation or agents, shall be limited to ruling during such amount as the parties may agree upon in writingLiability Period. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent 's duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator's appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or bad faith, negligence, willful misconduct or reckless disregard of the Sub-duties and obligations of the Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or Agreement. In any event, for any such damages arising out of any act liability or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which loss suffered by the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust's compliance with any federal or state tax or securities statute, regulation or ruling, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and 's liability under this Agreement shall be without liability for any loss limited to such amount as may be agreed upon from time to time between the parties hereto. Except as may arise from the Administrator's bad faith, negligence, willful misconduct or damage suffered as a result reckless disregard of the Sub-Administrator/Accounting Agent’s reasonable reliance on its duties and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoingobligations under this Agreement, the Sub-Administrator/Accounting Agent Administrator shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingdisruption. The Administrators Trust shall indemnify and hold the Sub-Administrator/Accounting Agent free and Administrator harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s 's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Trust, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence bad faith, negligence, willful misconduct or willful misconductreckless disregard of their duties and obligations. All The Trust will 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 liability subject to the indemnification obligations provided above. In the event the Trust elects to assume the defense of any such suit and retain counsel, the Administrators set forth Administrator or any of its affiliated persons, named as defendant or defendants in this Agreement the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Trust shall have specifically authorized the retaining of such counsel or provided pursuant to this Agreement (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by each Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for each Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for each Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out each Trust under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned with respect to each Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by each Trust including, but not limited to, the accuracy thereof. Subject any liability relating to the standard qualification of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered each Trust as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund regulated investment company or any Third Party Agent liability relating to provide it each Trust’s compliance with the information required by Section 2.2 hereofany federal or state tax or securities statute, regulation or ruling during such Liability Period. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof Administrator's liability under this Agreement shall be limited to its total annual compensation earned and each Administrator agrees to make no claim against fees paid hereunder during the Sub-Administrator/Accounting Agent arising out of preceding twelve months for any liability or loss suffered by the content of such third-party data Fund including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Fund as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Fund's compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesruling. The Sub-Administrator/Accounting Agent Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of disruption, nor shall any such event which actually causes loss, damage failure or expense delay give the Fund the right to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under terminate this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingAgreement. The Administrators Fund shall indemnify and hold the Sub-Administrator/Accounting Agent free and Administrator harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s 's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Fund, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own gross negligence or willful misconduct. All The Fund will 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 liability subject to the indemnification obligations provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrators set forth Administrator or any of its affiliated persons, named as defendant or defendants in this Agreement the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or provided pursuant to this Agreement (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Trust under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent 's duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator's appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any unforeseeable special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof and Administrator's cumulative liability for each Administrator agrees calendar year (a "Liability Period") with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Trust under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to the greater of (i) three times its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, or (ii) One Million Dollars ($1,000,000) for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust's compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement."

Limitation of Liability and Indemnification. The In performing the Services, Sub-Administrator shall exercise care, prudence and diligence, and shall act in good faith and without negligence. Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but its directors, officers, and employees, shall be kept indemnified by the Administrators forAdministrator, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent shall be responsible for the performance of only such duties as are set forth in this Agreement, and, except as otherwise provided under Section 8 hereof shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, Administrator or any Company or Account for any action taken or omitted by it in good faith without negligence and in reliance upon any instructions or advice received pursuant compliance with laws applicable to Section 10 or upon any paper or document reasonably believed by it to be genuine Sub-Administrator in its capacity as fund sub-administrator and to have been signed by an Authorized Officer that affects Sub-Administrator’s performance of any the Services under this Agreement. Sub-Administrator or Third Party Agent. No party to this Agreement shall not be liable for any special, indirect, incidental, or consequential damages arising out of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the its performance of or failure to perform any provision of its duties under this Agreement or for any except to the extent that such damages arising arise directly out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive ’s willful misfeasance, bad faith, fraud, negligence, or obtain certain records, reports violation of law applicable to Sub-Administrator in its capacity as sub-administrator and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the that affects Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Services hereunder. Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption, where the disruption from such events could not be reasonably prevented or other impossibility of performancemitigated through industry-standard contingency or back-up measures. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Except as may arise from Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under ’s own negligence, bad faith, fraud or willful misconduct or the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoingnegligence, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fundbad faith, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence fraud or willful misconduct of an agent, Sub-Administrator shall be without liability to the Administrator or any Company or Account for any loss, liability, claim or expense resulting from or caused by: (i) the actions or activities of any other party, including other service providers; (ii) Sub-Administrator/Accounting Agent, its officers, employees ’s performance of the Services in reliance upon records that were maintained for a Company or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Account by entities other than Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by Administrator before the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance effective date of this Agreement, any act or omission of an Administrator, ; (iii) a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or Company’s disqualification as a result of the Subregulated investment company; and (iv) a Company’s non-Administrator/Accounting Agent’s acting upon compliance with any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorfederal or state tax or securities statute, provided that this indemnification shall not apply to actions regulation or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreementruling.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Fund insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out each Fund under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by each Fund including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered Fund as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund regulated investment company or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect relating to the Fund’s compliance with any federal or state tax or securities statute, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) regulation or ruling during such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriateLiability Period. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by a Fund insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for such Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for such Fund. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its directors, officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out a Fund under this Agreement regardless of the content form of action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder with respect to such third-party data Fund during the preceding Compensation Period, as defined herein, for any liability or loss suffered by such Fund including, but not limited to, the accuracy thereof. Subject any liability relating to the standard qualification of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered Fund as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund regulated investment company or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect relating to such Fund’s compliance with any federal or state tax or securities statute, regulation or ruling during such Liability Period. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, Administrator its officers, officers or employees or agentsthe breach of any representation or warranty of the Administrator hereunder. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof Administrator's liability under this Agreement shall be limited to the greater of two times its total annual compensation earned and each Administrator agrees to make no claim against fees paid hereunder during the Sub-Administrator/Accounting Agent arising out of preceding twelve months or one hundred thousand dollars ($100,000) for any liability or loss suffered by the content of such third-party data Company including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Company as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Company's compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesruling. The Sub-Administrator/Accounting Agent Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performancedisruption. In connection with the occurrence of any such event which actually causes loss, damage or expense to any The Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision a fully functional disaster recovery plan and procedures including provisions for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment equipment, which is commercially reasonable in light of the services provided. The Administrator shall, at no additional expense to provide services under this Agreement and (iii) such other aspects of its administrationthe Company, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriatetake commercially reasonable steps to minimize service interruptions. In any event, the Sub-Administrator/Accounting Agent’s cumulative The Administrator shall have no liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision loss of the sub-administration services described in Section 6.1 hereof, and to the extent data or service interruptions caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agentequipment failure, its officers, employees or agents, shall be limited to provided it maintains such amount as the parties may agree upon in writingplan and procedures. The Administrators Company shall indemnify and hold the Sub-Administrator/Accounting Agent free and Administrator harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s 's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Company, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own gross negligence or willful misconduct. All The indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for such Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company, provided that the Administrator has acted on the reasonable belief that such records or information are genuine and have been signed or presented by the proper party. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out each Company under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Company as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Company’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 7, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by a Fund or Portfolio insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Fund or Portfolio by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Fund and Portfolio. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof Administrator’s cumulative liability for each calendar year (a “Liability Period”) with respect to each Fund and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out Portfolio under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by each Fund and Portfolio, including, but not limited to, the accuracy thereof. Subject any liability relating to the standard qualification of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered a Fund as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund regulated investment company or any Third Party Agent liability relating to provide it a Fund’s compliance with the information required by Section 2.2 hereofany federal or state tax or securities statute, regulation or ruling during such Liability Period. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator hereunder. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from or attributable to (a) the negligence negligence, willful misconduct, bad faith or willful misconduct reckless disregard of the Sub-Administrator/Accounting Agent, its officersofficers or employees, employees or agents(b) the material breach of this Agreement by the Administrator. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Trust under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent Administrator shall be held to the exercise of reasonable care and diligence in carrying out the provisions all of its duties and obligations under this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect liable to the Funds for any and all direct claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and reasonable attorneys’ fees (“Losses”) suffered or incurred by the Funds and to the extent directly resulting from failure of the Administrator (including any branch thereof, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructionsregardless of location) in good faith without negligence or willful misconductto exercise such reasonable care and diligence. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees employees, or agents, . The Administrator shall be limited liable to the Trust only to the extent of the Trust’s direct damages. In no event shall the Administrator incur liability hereunder if it is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of: (i) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction; or (ii) events or circumstances beyond the reasonable control of the Administrator, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts, unless, in each case, such amount delay or nonperformance is caused by (A) the negligence, misfeasance or misconduct of the Administrator, or (B) a malfunction or failure of equipment operated or utilized by the Administrator other than a malfunction or failure beyond the Administrator’s control and which could not be reasonably anticipated or prevented by the Administrator (each such provision, event or circumstance being a “Force Majeure Event”). Administrator shall notify the Trust as soon as reasonably practicable of any material performance delay or non-performance in accordance with this paragraph. In no event shall the parties may agree upon in writingTrust incur liability to the Administrator if it is prevented, forbidden or delayed from performing, or omits to perform, any act or thing which this Agreement provides shall be performed or omitted to be performed, by reason of a Force Majeure Event. The Administrators Trust shall indemnify and hold the Sub-Administrator/Accounting Agent free Administrator and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all claimsLosses that may be imposed on, demandsincurred by, actions suitsor asserted against, losses, costs, damages and expenses, including reasonable fees and expenses the Indemnitees or any of them for counsel, suffered following any instructions or incurred by other directions upon which the Sub-Administrator/Accounting Agent caused by or resulting from Administrator is authorized to rely pursuant to the Sub-Administrator/Accounting Agent’s acceptance terms of this Agreement, or for any act action taken or omission of an Administratoromitted by it in good faith, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any provided that such action or omission by is consistent with the Sub-Administrator/Accounting Agent in standard of care applicable to the performance of its duties hereunder, or as a result of Administrator under this Agreement and the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to Indemnitees have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own acted with negligence or bad faith or engaged in fraud or willful misconductmisconduct in connection with the Losses in question. All Upon the occurrence of any event which causes or may cause any Loss to the other party, each party shall (and shall cause its agents to) use all commercially reasonable efforts and take all reasonable steps under the circumstances to mitigate the effect of such event and to avoid continuing harm to the other party. The limitation of liability and indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement contained herein shall survive the termination of this Agreement. The Administrator need not maintain any insurance for the benefit of the Trust. The Administrator shall maintain a commercially reasonable level of errors and omissions and fidelity insurance in its reasonable discretion, and shall provide a certificate of such insurance to the Trust upon request from time to time.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Bank shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Bank shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting AgentBank, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Bank shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof Bank's liability under this Agreement shall be limited to its total annual compensation earned and each Administrator agrees to make no claim against fees paid hereunder during the Sub-Administrator/Accounting Agent arising out of preceding twelve months for any liability or loss suffered by the content of such third-party data Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust's compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesruling. The Sub-Administrator/Accounting Agent Bank shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingdisruption. The Administrators Company and the Trust shall indemnify and hold the Sub-Administrator/Accounting Agent free and Bank harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Bank resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s Bank's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Company and the Trust, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting AgentBank, its officers or employees in cases of its or their own gross negligence or willful misconduct. All The indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof Administrator's liability under this Agreement shall be limited to two times its total annual compensation earned and each Administrator agrees to make no claim against fees paid under this Agreement and the Sub-Administrator/Accounting Agent arising out of Custodian Agreement between the content of such third-party data Trust and State Street Bank and Trust Company during the preceding twelve months for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust's compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesruling. The Sub-Administrator/Accounting Agent Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement to the extent arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances reasonably beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingdisruption. The Administrators Trust shall indemnify and hold the Sub-Administrator/Accounting Agent free and Administrator harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s 's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Trust, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations The Administrator shall indemnify and hold harmless the Trust, its investment adviser and their respective officers, directors, trustees and shareholders from all loss, cost, damage and expense, including reasonable fees and expenses for counsel, incurred or suffered by any of them to the extent resulting from any negligence or willful misconduct of the Administrators Administrator, its officers or employees; provided, however, that the Administrator shall not be required to provide indemnification for any special, indirect, incidental, or consequential damages of any kind. In the event that the Administrator is required to provide indemnification under this Section 8, its liability shall be subject to the same overall limit set forth in above (i.e., two times its total annual compensation earned and fees paid under this Agreement or provided pursuant to this and the Custodian Agreement between the Trust and State Street Bank and Trust Company during the preceding twelve months.) The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, and, Agreement and except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment judgement or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such consequential damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof Administrator's liability under this Agreement shall be limited to its total annual compensation earned and each Administrator agrees to make no claim against fees paid hereunder during the Sub-Administrator/Accounting Agent arising out of preceding eighteen months for any liability or loss suffered by the content of such third-party data Fund including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered Fund as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund regulated investment company or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect relating to the Fund's compliance with any federal or state tax or securities statute, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, regulation or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingruling. The Administrators Fund shall indemnify and hold the Sub-Administrator/Accounting Agent free and Administrator harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s 's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Fund, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All The Fund will 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 liability subject to the indemnification obligations provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrators set forth Administrator or any of its affiliated persons, named as defendant or defendants in this Agreement the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or provided pursuant to this Agreement (ii) the Administrator shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in good faith reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officersofficers or employees and any person or persons employed, employees associated, or agentscontracted by the Administrator as contemplated by the last paragraph of Section 6 of this Agreement. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information includingdamages. In any event, without limitationunless otherwise agreed to by the parties in writing, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Trust under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned with respect to the Trust and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof Administrator's liability under this Agreement shall be limited to its total annual compensation earned and each Administrator agrees to make no claim against fees paid hereunder during the Sub-Administrator/Accounting Agent arising out of preceding twelve months for any liability or loss suffered by the content of such third-party data Fund including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Fund as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Fund's compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesruling. The Sub-Administrator/Accounting Agent Administrator shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of disruption, nor shall any such event which actually causes loss, damage failure or expense delay give the Fund the right to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under terminate this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingAgreement. The Administrators Fund shall indemnify and hold the Sub-Administrator/Accounting Agent free and Administrator harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Administrator resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s 's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Fund, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own gross negligence or willful misconduct. All The Fund will 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 liability subject to the indemnification obligations provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrators set forth Administrator or any of its affiliated persons, named as defendant or defendants in this Agreement the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or provided pursuant to this Agreement (ii) the Administrator shall survive have determined in good faith that the termination retention of this Agreementsuch counsel is required as a result of a conflict of interest.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent a. Neither Company nor Customer shall be held liable to the exercise other for damages for any act that is beyond such party's control, including any event that is a result of reasonable care in carrying out an act of God, labor disturbance, act of the provisions public enemy, war, insurrection, riot, fire, storm or flood, explosion, breakage or accident to machinery or equipment, a curtailment, order, or regulation or restriction imposed by governmental, military, or lawfully established civilian authorities, or by the making of necessary repairs upon the property or equipment of either party. b. Notwithstanding Paragraph 4.a of this Agreement, but Company shall be kept indemnified by the Administrators forassume all liability for and shall indemnify Customer for any claims, losses, costs, and expenses of any kind or character to the extent that they result from Company's negligence in connection with the design, construction, or operation of its facilities as described on Attachment A; provided, however, that Company shall have no obligation to indemnify Customer for claims brought by claimants who cannot recover directly from Company. Such indemnity shall include, but is not limited to, financial responsibility for: (a) Customer's monetary losses; (b) reasonable costs and expenses of defending an action or claim made by a third person; (c) damages related to the death or injury of a third person; (d) damages to the property of Customer; (e) damages to the property of a third person; (f) damages for the disruption of the business of a third person. In no event shall Company be without liability in respect ofliable for consequential, any action taken special, incidental or omitted by it (punitive damages, including, without limitation, acting loss of profits, loss of revenue, or loss of production. The Company does not assume liability for any costs for damages arising from the disruption of the business of the Customer or for the Customer's costs and expenses of prosecuting or defending an action or claim against the Company. This paragraph does not create a liability on the part of the Company to the Customer or a third person, but requires indemnification where such liability exists. The limitations of liability provided in accordance with any Proper Instructions) this paragraph do not apply in good faith without cases of gross negligence or willful misconduct. The Sub-Administrator/Accounting Agent shall be responsible for the performance intentional wrongdoing. c. Notwithstanding Paragraph 4.a of only such duties as are set forth in this Agreement, andCustomer shall assume all liability for and shall indemnify Company for any claims, except losses, costs, and expenses of any kind or character to the extent that they result from Customer's negligence in connection with the design, construction or operation of its facilities as otherwise provided under Section 8 hereof described on Attachment A; provided, however, that Customer shall have no obligation to indemnify Company for claims brought by claimants who cannot recover directly from Customer. Such indemnity shall include, but is not limited to, financial responsibility for: (a) Company's monetary losses; (b) reasonable costs and expenses of defending an action or claim made by a third person; (c) damages related to the death or injury of a third person; (d) damages to the property of Company; (e) damages to the property of a third person; (f) damages for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct disruption of the Sub-Administrator/Accounting Agent, its officers, employees or agentsbusiness of a third person. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent In no event shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall Customer be liable for any consequential, special, indirectincidental or punitive damages, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under loss of profits, loss of revenue, or loss of production. The Customer does not assume liability for any costs for damages arising from the disruption of the business of the Company or in any way due for the Company's costs and expenses of prosecuting or defending an action or claim against the Customer. This paragraph does not create a liability on the part of the Customer to the services Company or a third person, but requires indemnification where such liability exists. The limitations of liability provided hereunder in this paragraph do not apply in cases of gross negligence or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent intentional wrongdoing. d. Company and Customer shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely each be responsible for the content safe installation, maintenance, repair and condition of such information including, without limitation, the accuracy thereof their respective lines and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out appurtenances on their respective sides of the content point of such third-party data including, but delivery. The Company does not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to of inspecting the accuracy Customer's lines, wires, switches or completeness other equipment and will not be responsible therefor. Customer assumes all responsibility for the electric service supplied hereunder and the facilities used in connection therewith at or beyond the point of any such information delivery, the point of delivery being the point where the electric energy first leaves the wire or facilities provided and shall be without liability for any loss owned by Company and enters the wire or damage suffered as a result facilities provided by Customer. e. For the mutual protection of the Sub-Administrator/Accounting Agent’s reasonable reliance on Customer and utilization of such informationthe Company, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect Company prior authorization are the connections between the Company's service wires and the Customer's service entrance conductors to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreementenergized.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitationdamages. In any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Company under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Company including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Company as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Company’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. a. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof in this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officerssub-contractors, officers or employees in the performance of its or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to their obligations under this Agreement or by reason of the reckless disregard of its or their duties under this Agreement. b. Neither party shall be liable to the other for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent damages arising out of the content of such third-party data including, but any act or failure to act hereunder. c. The Administrator shall not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection disruption, provided that: (1) the Administrator has implemented and maintains a business continuity plan that is deemed to be reasonable and appropriate by the Board, (2) the business continuity plan complies with applicable laws, rules and regulations, and (3) the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable uses its best efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up losses of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. Portfolios. d. The Administrators Trust shall indemnify and hold harmless the SubAdministrator and its directors, officers, employees and sub-Administrator/Accounting Agent free contractors against all loss, cost, damage and harmless from all claims, demands, actions suits, losses, costs, damages and expensesexpense, including reasonable fees and expenses for legal counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by Administrator as a result of any claim, demand, action or resulting suit in connection with or arising from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act action or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent Administrator in the performance of its duties hereunderunder this Agreement, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it the Administrator to be genuine and to have been duly authorized by an Administratorthe Trust or upon reasonable reliance on information or records given or made by the Trust, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification misconduct in the performance of their obligations of the Administrators set forth in and duties under this Agreement or provided pursuant to by reason of the reckless disregard of its or their duties under this Agreement. e. The Administrator shall indemnify and hold harmless the Trust and its trustees, officers, employees and agents against all loss, cost, damage and expense, including reasonable fees and expenses for legal counsel, incurred by the Trust or its trustees, officers, employees or agents as a result of any claim, demand, action or suit in connection with or arising from the negligence or willful misconduct of the Administrator or its sub-contractors, officers or employees in the performance of its or their obligations and duties under this Agreement or by reason of the reckless disregard of its or their duties under this Agreement.. f. The indemnifications contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information includingdamages. Except as otherwise agreed by the parties, without limitationin any event, the accuracy thereof and Administrator’s cumulative liability for each Administrator agrees calendar year (a “Liability Period”) with respect to make no claim against the Sub-Administrator/Accounting Agent arising out Trust under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Trust including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Trust as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Trust’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Bank shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Bank shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting AgentBank, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Bank shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof Bank's liability under this Agreement shall be limited to its total annual compensation earned and each Administrator agrees to make no claim against fees paid hereunder during the Sub-Administrator/Accounting Agent arising out of preceding twelve months for any liability or loss suffered by the content of such third-party data Fund including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Fund as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Fund's compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesruling. The Sub-Administrator/Accounting Agent Bank shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingdisruption. The Administrators Company and the Fund shall indemnify and hold the Sub-Administrator/Accounting Agent free and Bank harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Bank resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s Bank's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Company and the Fund, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting AgentBank, its officers or employees in cases of its or their own gross negligence or willful misconduct. All The indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Bank shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Bank shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely except to the extent caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting AgentBank, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No Neither party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement (including this Section 8) or for any such damages arising out of any act or failure to act hereunder. Any In any event, the Bank's liability under this Agreement shall be limited to two and one half (2 1/2) times its total annual compensation earned and fees paid hereunder during the preceding twelve months for any liability or loss suffered by the Administrator, Fund the Trusts or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain recordsInvestment Funds, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject any liability relating to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness qualification of any such information and Trust as a regulated investment company or any liability relating to any Trust's compliance with any federal or state tax or securities statute, regulation or ruling. If this Agreement has been in effect for less than twelve months, all fees paid during the period that the Agreement has been in effect plus all fees payable for the remainder of the initial twelve month period shall be without used to calculate the limitation of liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourceshereunder. The Sub-Administrator/Accounting Agent Bank shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingdisruption. The Administrators Administrator and the Trusts shall indemnify and hold the Sub-Administrator/Accounting Agent free and Bank harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Bank resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s Bank's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Administrator and the Trusts, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting AgentBank, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations The Administrator and the Trusts will be entitled to participate at their own expense in the defense, or, if it so elects, to assume the defense of any suit which might be the subject of the Administrators set forth indemnification provided above. In the event the Administrator and/or the Trusts elect to assume the defense of any suit and retain such counsel, the Bank or any other person entitled to such indemnification, named as defendant or defendants in this Agreement the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless the Administrator or provided pursuant to this Agreement the Trusts have specifically authorized the retaining of such counsel. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held Administrator will at all times act in good faith and exercise the reasonable skill, care and diligence expected of a professional provider of fund administration services to institutional investor vehicles and act in good faith and in accordance with generally applicable industry standards and practices in the performance of its duties under this Agreement. Subject to the limitations and exclusions of liability in this Agreement, the Administrator will be liable for all direct losses, damages, claims, costs, expenses or other liabilities (including reasonable attorneys’ fees and other litigation expenses) (“Losses”) suffered or incurred by the Trust to the extent such Losses are caused by the negligence, bad faith, willful default or misconduct, or fraud of the Administrator, its officers, Delegates or employees in the performance of its obligations under this Agreement. The parties agree that “negligence” will mean a breach by the Administrator of its obligation to exercise the standard of reasonable care described above. The Administrator will comply with all laws, rules and regulations applicable to it in carrying out the provisions performance of the services and its obligations under this Agreement. Notwithstanding any other provision of this Agreement, but shall neither party will be kept indemnified liable to the other for: (i) indirect, consequential, speculative, punitive or special Losses or (ii) loss of profit, revenue, opportunity, business, anticipated savings, goodwill and damage to reputation, or Losses of any similar kind; in each case whether or not a party has been advised of or otherwise could have anticipated the possibility of such Losses, except to the extent any such Losses cannot be excluded or limited as a matter of law applicable to either party. The exclusions of liability in this Section will apply regardless of the form or type of action in which a claim is brought or under which it is made, whether in contract, tort (including negligence of any kind), warranty, strict liability, indemnity or any other legal or equitable grounds, and will survive failure of an exclusive remedy. To the fullest extent permitted under applicable law, the Administrator’s total liability, regardless of the type or cause of action (whether in contract, tort, negligence, and strict liability, indemnity or other legal or equitable grounds), for a Loss arising out of or in connection with the Fund Administration Tax Services provided under this Agreement (and as described in Schedule B2), will be limited to an amount equal to the total amount of fees paid by the Administrators forTrust to the Administrator for such services for the twelve (12) months preceding the occurrence of the first event giving rise to any such Loss. The foregoing liability cap shall not apply to Losses incurred by the Administrator resulting from the Administrator’s gross negligence, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct, or fraud under this Agreement. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement (as may be amended from time to time) and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, the Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s in reliance upon records that were maintained for any Administrator or any Fund the Trust by any entity entities other than the Sub-Administrator/Accounting Agent Administrator prior to the Administrators’ Administrator’s appointment of as administrator for the Sub-Administrator/Accounting Agent pursuant to this AgreementTrust. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent The Administrator shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption disruption. The Administrator shall implement the plans referred to in Section 28 following the occurrence of an event which results in an interruption or other impossibility suspension of performanceits services. In The Trust shall indemnify the Administrator against any direct Losses incurred by the Administrator resulting from any claim, demand, action or suit in connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund obligations under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators)Agreement, andexcept, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereofcase, and to the extent caused by or resulting such Losses result from the negligence Administrator’s bad faith, negligence, willful default or willful misconduct of the Sub-Administrator/Accounting Agentmisconduct, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent fraud in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of under this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent State Street shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent State Street shall have no liability in respect of any loss, damage or expense suffered by the Administrator or the Fund insofar as such loss, damage or expense arises from the performance of State Street’s duties hereunder in reliance upon records that were maintained for the Administrator or the Fund by entities other than State Street prior to State Street’s engagement under this Agreement. State Street shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the fraud, gross negligence or willful misconduct of the Sub-Administrator/Accounting AgentState Street, its officersofficers or employees. Notwithstanding any other provision of this Agreement, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No neither party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information includingdamages. In any event, without limitationunless otherwise agreed in writing, State Street’s cumulative liability for each calendar year (a “Liability Period”) with respect to the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out services performed under this Agreement regardless of the content form of such third-party data action or legal theory shall be limited to its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as defined herein, for any liability or loss suffered by the Administrator and Fund including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Fund as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Administrator’s or Fund’s compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any ruling during such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price SourcesLiability Period. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providersproviders to the Administrator or the Trusts. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent 's duties hereunder in reliance upon records that were maintained for the Administrator or a Trust by entities other than the Sub-Administrator prior to the Sub-Administrator's appointment as Sub-Administrator for the Administrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the The Sub-Administrator/Accounting Agent Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this oft.his Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the patties regardless of whether such damages were foreseeable or Third Party Agent (including whether either p▇▇▇▇ or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information includingdamages. In any event, without limitation, except as otherwise agreed to in writing by the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11patties, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s 's cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrueda "Liability Period") with respect to any Fund the services performed under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.Information Classification: Limited Access

Limitation of Liability and Indemnification. 8.1 The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 13, the Administrator shall have no responsibility for the actions or activities of any other party, including other service providersproviders to the Company. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely hereunder, except to the extent caused by or (ii) resulting from the negligence negligence, bad faith or willful misconduct of the Sub-Administrator/Accounting Agent, its officersofficers or employees in the performance of the Administrator’s duties hereunder. The Administrator shall have no liability in respect of any loss, employees damage or agents. expense suffered by the Company insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Company by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Company. 8.2 Subject to the standard other provisions of care set forth in this Section 11and to the fullest extent permitted by law, the Sub-Administrator/Accounting Agent shall maximum aggregate liability of the Administrator to the Company during the Term and thereafter, arising from or in connection with this Agreement, regardless of the type or cause of action or number of causes of action, whether in contract, tort (including negligence of any kind), misrepresentation, warranty, strict liability, indemnity or other legal or equitable grounds in respect of any and all losses will be limited to and will not be liable, and shall be indemnified exceed a sum equal to one hundred percent (100 %) of the total aggregate amount of the fees paid and/or payable by the AdministratorsCompany to the Administrator in respect of the Services under the Agreement in the twelve (12) month period immediately prior to the first event, for any action taken act, or omitted by it in good faith in reliance upon any instructions or advice received pursuant omission giving rise to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No the claim or, during the first twelve months following the Agreement Effective Date. 8.3 Neither party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitation, the accuracy thereof and each damages. 8.4 The Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but shall not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action action, or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreementdisruption.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Bank shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Bank shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting AgentBank, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Bank shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including In any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitationevent, the accuracy thereof and each Administrator agrees Bank's liability under this Agreement shall be limited to make no claim against two times the Sub-Administrator/Accounting Agent arising out of Bank's total annual fees earned hereunder during the content of such third-party data preceding twelve months or $200,000, whichever is greater, for any liability or loss suffered by the Fund including, but not limited to, any liability relating to qualification of the accuracy thereof. Subject Fund as a regulated investment company or any liability relating to the standard of care set forth in the first sentence of this Section 11Fund's compliance with any federal or state tax or securities statute, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm regulation or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sourcesruling. The Sub-Administrator/Accounting Agent Bank shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of disruption, nor shall any such event which actually causes loss, damage failure or expense delay give the Fund the right to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under terminate this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writingAgreement. The Administrators Fund shall indemnify and hold the Sub-Administrator/Accounting Agent free and Bank harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or Bank resulting from any claim, demand, action or suit in connection with the Sub-Administrator/Accounting Agent’s Bank's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Fund, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting AgentBank, its officers or employees in cases of its or their own gross negligence or willful misconduct. All The Fund will 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 liability subject to the indemnification obligations provided above. In the event the Fund elects to assume the defense of any such suit and retain counsel, the Administrators set forth Bank or any of its affiliated persons, named as defendant or defendants in this Agreement the suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Fund shall have specifically authorized the retaining of such counsel or provided pursuant to this Agreement (ii) the Bank shall have determined in good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Administrator or the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as Sub-Administrator for the Administrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agentemployees. No party to this Agreement shall not be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriatedamages. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrueda “Liability Period”) with respect to any Fund the services performed under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision regardless of the sub-administration services described in Section 6.1 hereof, and to the extent caused by form of action or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, legal theory shall be limited to such amount its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claimsdefined herein, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, any liability or loss suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Administrator or the Fund by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as Sub-Administrator for the Administrator. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence gross negligence, bad faith, fraud or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the The Sub-Administrator/Accounting Agent Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriatedamages. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrueda “Liability Period”) with respect to any Fund the services performed under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision regardless of the sub-administration services described in Section 6.1 hereof, and to the extent caused by form of action or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, legal theory shall be limited to such amount its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claimsdefined herein, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, any liability or loss suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.“

Limitation of Liability and Indemnification. 8.1 The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 14, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall act in good faith and with reasonable care and without negligence in carrying out the provisions of this Agreement (the “Standard of Care”). The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Administrator or any Trust insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Administrator or the Trust by entities other than the Sub-Administrator prior to the Sub-Administrator’s appointment as Sub-Administrator for the Administrator. , unless such loss, damage or expense is caused by or results directly from Sub-Administrator’s (i) failure to perform its obligations under this Agreement in accordance with the Standard of Care; or (ii) its negligence, fraud, criminal acts, bad faith or willful or intentional misconduct. The Sub-Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting directly from its failure to perform its obligations under this Agreement in accordance with the negligence Standard of Care, or its negligence, bad faith, fraud, criminal act or willful misconduct of or intentional misconduct. 8.2 In any event, except as otherwise agreed to in writing by the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11parties hereto, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar contract year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrueda “Liability Period”) with respect to any Fund the services performed under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision regardless of the sub-administration services described in Section 6.1 hereof, and to the extent caused by form of action or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, legal theory shall be limited to such amount its total annual compensation earned and fees payable hereunder during the preceding Compensation Period, as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claimsdefined herein, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, any liability or loss suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.Administrator and

Limitation of Liability and Indemnification. a. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof in this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence gross negligence, bad faith or willful misconduct misfeasance of the Sub-Administrator/Accounting Agent, its officerssub-contractors, officers or employees in the performance of its or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to their obligations under this Agreement or by reason of the reckless disregard of its or their duties under this Agreement. b. Neither party shall be liable to the other for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent damages arising out of the content of such third-party data including, but any act or failure to act hereunder. c. The Administrator shall not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement or any loss, damage, cost, charge, counsel fee, payment, expenses or liability arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, any act of God, strike, riot, act of war, act of terrorism, equipment failure, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection disruption, provided that: (1) the Administrator has implemented and maintains a business continuity plan that is deemed to be reasonable and appropriate by the Board, (2) the business continuity plan complies with applicable laws, rules and regulations, and (3) the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable uses its best efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up losses of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. Funds. d. The Administrators Trust shall indemnify and hold harmless the SubAdministrator and its directors, officers, employees and sub-Administrator/Accounting Agent free contractors against all loss, cost, damage and harmless from all claims, demands, actions suits, losses, costs, damages and expensesexpense, including reasonable fees and expenses for legal counsel, suffered or incurred by the Sub-Administrator as a result of any claim, demand, action or suit in connection with the Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s 's acceptance of this Agreement, any act action or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent Administrator in the performance of its duties hereunderunder this Agreement, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it the Administrator to be genuine and to have been duly authorized by an Administratorthe Trust or upon reasonable reliance on information or records given or made by the Trust, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its sub-contractors, officers or employees in cases of its or their own negligence gross negligence, bad faith or willful misconduct. All indemnification misfeasance in the performance of their obligations of the Administrators set forth in and duties under this Agreement or provided pursuant to by reason of the reckless disregard of its or their duties under this Agreement. e. The Administrator shall indemnify and hold harmless the Trust and its trustees, officers, employees and agents against all loss, cost, damage and expense, including reasonable fees and expenses for legal counsel, incurred by the Trust or its trustees, officers, employees or agents as a result of any claim, demand, action or suit in connection with or arising from the gross negligence, bad faith or willful misfeasance of the Administrator, its sub-contractors, officers or employees in the performance of its or their obligations and duties under this Agreement or by reason of the reckless disregard of its or their duties under this Agreement. f. The indemnifications contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. 8.1 The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 13, the Administrator shall have no responsibility for the actions or activities of any other party, including other service providersproviders to the Fund. The Sub-Administrator/Accounting Agent Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely hereunder, except to the extent caused by or (ii) resulting from the negligence negligence, bad faith or willful misconduct of the Sub-Administrator/Accounting Agent, its officersofficers or employees in the performance of the Administrator’s duties hereunder. The Administrator shall have no liability in respect of any loss, employees damage or agents. expense suffered by the Fund insofar as such loss, damage or expense arises from the performance of the Administrator’s duties hereunder in reliance upon records that were maintained for the Fund by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Fund. 8.2 Subject to the standard other provisions of care set forth in this Section 11and to the fullest extent permitted by law, the Sub-Administrator/Accounting Agent shall maximum aggregate liability of the Administrator to the Fund during the Term and thereafter, arising from or in connection with this Agreement, regardless of the type or cause of action or number of causes of action, whether in contract, tort (including negligence of any kind), misrepresentation, warranty, strict liability, indemnity or other legal or equitable grounds in respect of any and all losses will be limited to and will not be liable, and shall be indemnified exceed a sum equal to one hundred percent (100 %) of the total aggregate amount of the fees paid and/or payable by the AdministratorsFund to the Administrator in respect of the Services under the Agreement in the twelve (12) month period immediately prior to the first event, for any action taken act, or omitted by it in good faith in reliance upon any instructions or advice received pursuant omission giving rise to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No the claim or, during the first twelve months following the Agreement Effective Date. 8.3 Neither party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitation, the accuracy thereof and each damages. 8.4 The Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but shall not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action action, or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreementdisruption.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent BFM shall be responsible for the performance of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator/Accounting Agent BFM shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting AgentBFM, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent BFM shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including, without limitation, attorneys’ ' fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund In any event BFM's liability under this Agreement shall be limited to its administration fees paid hereunder during the preceding twelve months for any liability or Third Party Agent (including any Authorized Price Source) from which loss suffered by the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data Company including, but not limited to, the accuracy thereof. Subject any liability relating to the standard of care set forth in the first sentence of this Section 11Company's compliance with any federal or state tax or securities statue, the Sub-Administrator/Accounting Agent regulation or ruling. BFM shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of disruption, nor shall any such event which actually causes loss, damage failure or expense delay give the Company the right to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent terminate this Agreement. The Company shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into indemnify and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agenthold BFM, its officers, directors and employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claimsloss, demandscost, actions suits, losses, costs, damages damage and expensesexpense, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or BFM resulting from the Sub-Administrator/Accounting Agent’s any claim, demand, action or suit in connection with BFM's acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent it in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administratorthe Company, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting AgentBFM, its officers officers, directors or employees in cases of its or their own gross negligence or willful misconduct. All The Company will 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 liability subject to the indemnification obligations provided above. In the event the Company elects to assume the defense of any such suit and retain counsel, BFM or any of its affiliated persons, named as defendant or defendants in the Administrators set forth suit, may retain additional counsel but shall bear the fees and expenses of such counsel unless (i) the Company shall have specifically authorized the retaining of such counsel or (ii) BFM shall have determined in this Agreement or provided pursuant to this Agreement good faith that the retention of such counsel is required as a result of a conflict of interest. The indemnification contained herein shall survive the termination of this Agreement.

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by the Administrators for, and shall be without liability in respect of, any action taken or omitted by it (including, without limitation, acting in accordance with any Proper Instructions) in good faith without negligence or willful misconduct. The Sub-Administrator/Accounting Agent Administrator shall be responsible for the performance only of only such duties as are set forth in this Agreement, Agreement and, except as otherwise provided under Section 8 hereof 6, shall have no responsibility for the actions or activities of any other party, including other service providers. The Sub-Administrator shall have no liability in respect of any loss, damage or expense suffered by the Trust insofar as such loss, damage or expense arises from the performance of the Administrator/Accounting Agent ’s duties hereunder in reliance upon records that were maintained for the Trust by entities other than the Administrator prior to the Administrator’s appointment as administrator for the Trust. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the gross negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees officers or agentsemployees. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent The Administrator shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall be liable for any special, indirect, incidental, punitive or consequential damages damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or Third Party Agent (including whether either party or any Authorized Price Source) from which entity had been advised of the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content possibility of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard of care set forth in the first sentence of this Section 11, the Sub-Administrator/Accounting Agent shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accuracy or completeness of any such information and shall be without liability for any loss or damage suffered as a result of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization of such information, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administrator, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or caused, or any loss or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect of such event on the Administrator with respect to such Fund. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriatedamages. In any event, the Sub-Administrator/Accounting Agent’s cumulative liability for each calendar year in which (i) errors of judgment, (ii) mistakes of law, or (iii) loss or damage resulting from the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrueda “Liability Period”) with respect to any Fund the Trust under this Agreement (irrespective regardless of when such losses the form of action or damages actually may legal theory shall be paid or suffered by the Administrators), and, in each case only limited to its total annual compensation earned with respect to the provision of Trust and fees payable hereunder during the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this Agreement.preceding

Limitation of Liability and Indemnification. The Sub-Administrator/Accounting Agent A. Except as provided in this Section, no party to this Agreement shall be held assume any additional liability of any kind due to its execution of this Agreement or its participation in the HMIS system. It is the intent of the parties that each party shall remain liable, to the exercise extent provided by law, regarding its own acts and omissions; but that no party shall assume additional liability on its own behalf or liability for the acts of reasonable care any other person or entity through participation in carrying out HMIS except for the provisions acts and omissions of its own employees, volunteers, agents or contractors. The parties specifically agree that this AgreementAgreement is for the benefit of the parties only and creates no rights in any third party. B. Agency agrees to indemnify, but shall be kept indemnified by the Administrators fordefend and hold harmless IHCDA, including its directors, officers, employees, representatives, and shall be without liability in respect of, agents from and against any action taken or omitted by it and all claims and liabilities (including, without limitation, acting all damages, costs, and expenses, including legal fees and disbursements paid or incurred) arising from the intentional acts or omissions, negligence, or strict liability of Agency, its directors, officers, employees, representatives, or agents, or Agency's breach of this Agreement. This Section shall survive the termination of this Agreement for any reason. C. Without limiting any other provision of this Agreement, Agency and its Users shall be solely responsible for all decisions and actions taken or not taken involving services, treatment, patient care, utilization management, and quality management for their respective patients and Clients resulting from or in accordance any way related to the use of the HMIS or the Information made available thereby. Agency and Users shall have no recourse against, and hereby waive, any claims against IHCDA for any loss, damage, claim or cost relating to or resulting from its own use or misuse of the HMIS. D. HMIS uses available technology to match Client identities with their records in the HMIS to provide Agencies with Client information. Because Client information is maintained in multiple places and because not all Client information is kept in a standard fashion, it is possible that false matches may occur or that there may be errors or omissions in the information provided to Agency. To that end, it is incumbent upon the Agency and its Users to verify the Client's information before the Information is relied upon in providing services to a Client. Neither IHCDA nor the HMIS in general independently verifies or reviews the information transmitted through the HMIS for accuracy or completeness. Further, neither IHCDA nor the HMIS in general make any Proper Instructions) representations or promises regarding the continued participation of any particular Agency in good faith the HMIS. Agencies may be added to or deleted from the HMIS at any time and such changes may be beyond the control of IHCDA or the HMIS and may occur without negligence prior notice to Agency. E. Agency acknowledges and agrees that the HMIS is an information management tool only and that it contemplates and requires the involvement of qualified Agencies and Users. Agency further acknowledges and agrees that IHCDA has not represented its services as having the ability to perform any tasks that constitute the practice of medicine or willful misconductof other professional or academic disciplines. The Sub-Administrator/Accounting Agent IHCDA shall not be responsible for any errors, misstatements, inaccuracies, or omissions regarding the performance content of only the HMIS, although every effort has been made to ensure its quality and accuracy. Agency assumes all risk for selection and use of the content in the HMIS. F. All data to which access is made through the HMIS originates from Participating Agencies, and not from IHCDA. All such duties as are set forth data is subject to change arising from numerous factors, including without limitation, changes to Client information made at the request of the Client, changes in the Client’s condition, the passage of time and other factors. IHCDA neither initiates the transmission of any data nor monitors the specific content of data being transmitted. Without limiting any other provision of this Agreement, and, except as otherwise provided under Section 8 hereof IHCDA shall have no responsibility for or liability related to the actions accuracy, content, currency, completeness, content or activities delivery of any other partydata either provided by Agency, or used by Agency, pursuant to this Agreement. G. Access to the HMIS and the information obtained by Agency pursuant to the use of those services are provided “as is” and “as available.” Agency is solely responsible for any and all acts or omissions taken or made in reliance on the HMIS or the information in the HMIS, including other service providersinaccurate or incomplete information. The Sub-Administrator/Accounting Agent It is expressly agreed that in no event shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder in good faith unless (i) solely caused by or (ii) resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents. Subject to the standard of care set forth in this Section 11, the Sub-Administrator/Accounting Agent shall not be liable, and shall be indemnified by the Administrators, for any action taken or omitted by it in good faith in reliance upon any instructions or advice received pursuant to Section 10 or upon any paper or document reasonably believed by it to be genuine and to have been signed by an Authorized Officer of any Administrator or Third Party Agent. No party to this Agreement shall IHCDA be liable for any special, indirect, incidentalconsequential, or consequential damages of any kind whatsoever (includingexemplary damages, without limitation, attorneys’ fees) under any or in any way due to the services provided hereunder or the performance of or failure to perform any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder. Any Administrator, Fund or Third Party Agent (including any Authorized Price Source) from which the Sub-Administrator/Accounting Agent shall receive or obtain certain records, reports and other data utilized or included in the accounting services provided hereunder is solely responsible for the content of such information including, without limitation, the accuracy thereof and each Administrator agrees to make no claim against the Sub-Administrator/Accounting Agent arising out of the content of such third-party data including, but not limited to, the accuracy thereof. Subject to the standard loss of care set forth in the first sentence profits or revenues, loss of this Section 11use, the Sub-Administrator/Accounting Agent shall have no responsibility to reviewor loss of information or data, confirm or otherwise assume any duty with respect to the accuracy or completeness of whether a claim for any such information and shall be without liability for any loss or damage suffered as a result damages is premised upon breach of the Sub-Administrator/Accounting Agent’s reasonable reliance on and utilization contract, breach of such informationwarranty, except as otherwise required by the Price Source Authorization with respect to the use of data obtained from Authorized Price Sources. The Sub-Administrator/Accounting Agent shall have no responsibility and shall be without liability for any loss or damage caused by the failure of any Administratornegligence, any Fund or any Third Party Agent to provide it with the information required by Section 2.2 hereof. Further, and without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall have no liability in respect of any loss, damage or expense suffered by any Administrator or any Fund, insofar as such loss, damage or expense arises from the performance of the Sub-Administrator/Accounting Agent’s duties hereunder by reason of the Sub-Administrator/Accounting Agent’s reliance upon records that were maintained for any Administrator or any Fund by any entity other than the Sub-Administrator/Accounting Agent prior to the Administrators’ appointment of the Sub-Administrator/Accounting Agent pursuant to this Agreement. Without in any way limiting the generality of the foregoing, the Sub-Administrator/Accounting Agent shall in no event be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of, or causedstrict liability, or any loss other theories of liability, even if IHCDA has been apprised of the possibility or damages arising from or caused, directly or indirectly, by circumstances beyond its control, including without limitation, work stoppage, power or other mechanical failure, computer virus, terrorism, natural disaster, governmental action or communication disruption or other impossibility of performance. In connection with the occurrence of any such event which actually causes loss, damage or expense to any Administrator with respect to any Fund, the Sub-Administrator/Accounting Agent shall use commercially reasonable efforts under the circumstances to mitigate the negative effect likelihood of such event on the Administrator with respect to such Funddamages occurring. Notwithstanding the foregoing, the Sub-Administrator/Accounting Agent shall enter into IHCDA disclaims any and shall maintain in effect with appropriate parties one or more agreements (or make other arrangements) making reasonable provision for (i) back-up of the computer files and data with respect to the Fund, (ii) emergency use of electronic data processing equipment to provide services under this Agreement and (iii) such other aspects of its administration, accounting and recordkeeping business as the Sub-Administrator/Accounting Agent may, in the exercise of its own discretion, deem appropriate. In any event, the Sub-Administrator/Accounting Agent’s cumulative all liability for each calendar year in which (i) errors erroneous transmissions and loss of judgment, (ii) mistakes of law, or (iii) loss or damage service resulting from communication failures by telecommunication service providers or the performance or non-performance of its duties have occurred (or, in the case of losses or damages, have accrued) with respect to any Fund under this Agreement (irrespective of when such losses or damages actually may be paid or suffered by the Administrators), and, in each case only with respect to the provision of the sub-administration services described in Section 6.1 hereof, and to the extent caused by or resulting from the negligence or willful misconduct of the Sub-Administrator/Accounting Agent, its officers, employees or agents, shall be limited to such amount as the parties may agree upon in writing. The Administrators shall indemnify and hold the Sub-Administrator/Accounting Agent free and harmless from all claims, demands, actions suits, losses, costs, damages and expenses, including reasonable fees and expenses for counsel, suffered or incurred by the Sub-Administrator/Accounting Agent caused by or resulting from the Sub-Administrator/Accounting Agent’s acceptance of this Agreement, any act or omission of an Administrator, a Fund or a third party whose services the Sub-Administrator/Accounting Agent must rely upon in performing the services hereunder, any action or omission by the Sub-Administrator/Accounting Agent in the performance of its duties hereunder, or as a result of the Sub-Administrator/Accounting Agent’s acting upon any instructions (including Proper Instructions) reasonably believed by it to have been duly authorized by an Administrator, provided that this indemnification shall not apply to actions or omissions of the Sub-Administrator/Accounting Agent, its officers or employees in cases of its or their own negligence or willful misconduct. All indemnification obligations of the Administrators set forth in this Agreement or provided pursuant to this Agreement shall survive the termination of this AgreementHMIS.